Heart of Ice - Hiatus
by Brittsie-95
Summary: I can't say for sure when this story is going to get updated, since I've kinda lost interest in this story, and just haven't been in the mood to write for it. As much as I love Noelle, she's a very flawed character and a pretty big cliche. Just...give me some time to think, okay? I don't want to abandon this story, but I also don't want to write for a story that my heart isn't in.
1. The Fairy Tail!

**A/n:**

 **Before I begin I would like to say that the cover art was made by the lovely, lovely, LOVELY Rebecca0105 on DeviantArt! I can't even begin to thank her enough for the incredible picture of Noelle. I think she captured her perfectly, I was completely blown away by it. Just know, that is what Noelle looks like. She will go through different outfit changes during the series, but this is what she looks like in the beginning; again, she was drawn by Rebecca0105.**

 **Moving along..**

 **You have my sincerest apologies for taking so long to get this out. I've had to make a lot of changes, and make it where everything fit and blended; and I believe I've achieved that. I've also been taking some time to work on my One Piece and Naruto story, which have added to the delay. Then, my brothers wedding took up a huge chunk of time, but I won't get into all of that.**

 **Well, I've gotten Noelle all worked out, and am now comfortable enough to start the story.**

 **But, enough chitter-chatter. I'll talk more at the end of the chapter.**

* * *

 _"In a land far, far away lies the kingdom of Fiore, a small, peaceful nation of 17 million, and a place filled with magic. Found in every home, bought and sold in every marketplace. For most magic is merely a tool, a mundane part of everyday life. For some, however, magic is an art, and they've devoted their lives to its practice. These are the wizards. Banded together into magical guilds, they ply their skills in search of fame and fortune. Many such guilds dot the landscape of Fiore. But there is a certain guild in a certain town that soars high above the rest, one from which countless legends have been born. A guild that will no doubt continue to create legends well into the future. Its name... is Fairy Tail."_

* * *

 **Episode One:** The Fairy Tail!

Hargeon, one of Fiore's oldest, and most beautiful towns; and one of its largest ports. The town is very prosperous and renowned with fishing, and sorely lacking in magic - only ten percent of the people in town have the ability to use magic. And since very few people used magic, there was no need for magical shops - which was very inconvenient for two traveling young wizards, and a small flying cat.

One of these wizards is none other than Lucy Heartfilia, a beautiful young woman with blonde hair, brown eyes, and a curvaceous figure.

 _"I can't believe he only knocked off a thousand jewel!"_ Lucy said with a scowl. "That trick usually works! So much for using my feminine wiles..."

The blonde's companion gave her a wiry smirk. "Not everyone is going to be blown away by your banging body, Luce. People need to make money somehow, which by the way, you just blew through half of our funds on that little key there; so I hope it was worth it."

Lucy snapped a glare her way. Her companion, a girl with long, wavy white hair that fell down to her hips, as white as snow; eyes as blue as the coldest winter, and milky white skin that stood out against the blue hues of her winter themed dress, stared back at her with a mischievous smile.

"I know that, Noelle!" Lucy sighed. "But I couldn't resist! The little doggy is such a cute spirit! I just had to have him." Lucy clutched the silver key to her chest and batted her lashes innocently. "And besides, we can easily make our money back once we join a guild."

Noelle flinched a bit. She opened her mouth to reply when a screaming horde of girls ran by, causing her to shut her mouth and tilt her head. "What was that all about?" Noelle asked turning to her companion. Noelle blinked when seeing Lucy's awestruck face; a face that more than often was followed by trouble. "Uh...Lucy?"

 _"Did you hear that?!"_ Lucy screamed. "They were talking about _the Salamander!_ He's a famous wizard who uses fire magic so rare that it can't be found in stores!" Lucy sighed dreamily. "I can't imagine what he'd be doing is this dead-end town." She frowned, finding it unlikely that a wizard of such status would be here of all places.

"Salamander?" Noelle blinked. "That uh, doesn't ring any bells. Hey, Marlow, you ever heard of this Salamander guy?" Noelle's blue orbs glanced up to the top of her head where a small, orange tabby with brown eyes, pointed teeth, and dark brown ring around his left eye, was dozing peacefully. Her fluffy hair was his favorite place to sleep.

The cat bit back a growl, never liking be awakened from his daily nap.

"How the heck should I know?"

Marlow cracked an eye opened and stared ahead at the massive mob of girls. They were all crowded around a guy with dark purple hair.

"My best guess is it would have to do with that guy over there." Marlow said, pointing his stubby paw. "Now, I'm going back to sleep, so don't wake me up. If you do, I'm not responsible for what will happen to your stupid faces."

Lucy and Noelle both glared at the cat. Marlow wasn't your average cutesy-lovey-dovey cat. Firstly, he could fly, and talk; secondly, he was one of the meanest, and most violent cats you could ever meet. But Noelle loved the fleabag none the less.

"Oh my god - it really is Salamander!" Lucy squealed and tightly grabbed a hold of Noelle's hand. "Come on Noelle! We have to get a closer look!"

Noelle frowned. She wasn't keen on strangers, especially one's that went around flaunting their selves and acting as if they were a god; precisely what this guy was doing. The man known as Salamander was speaking in a somewhat regal, and overdone voice that made Noelle cringe. Every time he spoke he would move his arms around dramatically, and make weird gestures to the horde of girls.

"You ladies are all so sweet~" Salamander cooed in a seductive tone and gave a wave of his hand. When he seen Lucy and Noelle had joined his horde or girls, he winked at them and took a moment to let his eyes wander.

Noelle glared at him and turned away with her arms folded over her chest. "Lucy, this guy is a creep." Noelle sighed. "We should get out of here. He's got a rotten scent to him."

Marlow again cocked his eye open and glanced at the blonde-haired girl. She, like all the other girls, has a love struck expression, and her cheeks were really pink.

"I don't think she's listening. You should probably talk slower." Marlow scoffed.

Lucy's heart painfully thumped against his chest as the man waved at her.' _Why is my heart beating so fast?! What's gotten into me all of a sudden?!'_ Lucy's eyes widened as Salamander's eyes locked with her own. _He looked at me! Is it because he's a famous wizard, is that why my heart is throbbing out of control? Could it be...am I in love...is he the one?'_

Noelle stole a glance over her shoulder to glare at the man. There was something very off about him. His gestures, and the way he spoke; they weren't normal. Noelle focused her vision on the hand he kept waving around. It was then she noticed that he was wearing two blue and pink rings that were glowing softly.

Noelle narrowed her eyes and bit back a scowl. _'So that's it then, Charm Magic.'_

"That constipated look on your face tells me you figured it out?" Marlow asked while snorting at his dirty joke.

"He's using Charm Magic." Noelle frowned. "I knew something was off with this creep."

Charm Magic is a type of magic that was banned years ago by the Magic Council do to its magical influence on people. You couldn't even buy Charm Magic in stores anymore; so how was this creep able to get his hands on it?

 _ **"Igneel! Igneel it's me!"**_

Noelle's eyes widened as a blur of pink and red barreled through the crowd of girls. "Lucy, move!" Noelle said as she pulled her out of the way of the speeding blur. _'What did he say?'_

With Lucy safely out of the way, Noelle took a moment to observe the boy. He had spiky pink hair, and was wearing a red jacket, and scaly white scarf. A blue cat with a green sack on his back was hovering beside him. Noelle was surprised to see another cat like Marlow, and judging by Marlow's wide eyes and open mouth, he was too. Noelle couldn't help but feel as if there was something more to this boy...and what was he shouting earlier?

"Who the heck are you?" The boy asked Salamander flatly.

Silence fell over the crowd of girls.

Salamander looked offended. "Who am I?! I am Salamander!" He said while waving his hand. "Surely, you've heard of me before?" He said flashing a coy smile. It was then that he noticed the boy walking away from him. "H-Hey! Wait a minute!"

Salamander's fangirls - who were still under his spell - quickly chased after the pink haired boy and ganged up on him. By the time they were done he was a bruised, beaten mess on the ground.

Salamander chuckled and snapped his fingers to draw the hypnotized girls attention back to him.

"I'm afraid I must be going ladies~" Salamander purred. "I have business to attend to."

 _"You're leaving already?!"_ The girls cried.

"Time for the Red Carpet!" The man smirked and snapped his fingers. A twister of purple flames lifted him high into the sky and above the crowd of swooning girls. "I'm having a party on my yacht tonight, and you're all invited!" The man yelled blasting off into the sky.

"Weirdo." Noelle scowled and checked up on Lucy. "Luce, you okay?" Noelle placed her hand on Lucy's shoulder and gave her a soft smile.

"Yeah, I'm fine." Lucy sighed. "But who the heck does that guys think he is?! Using Charm Magic to hypnotize people! What a creep!" The blonde huffed and stomped her foot angrily on the ground.

Noelle snorted. "You never listen to me~" Noelle teased and glanced over at the boy who was sitting up on the ground rubbing his head. "I think we should go check up on your savior." Noelle pointed towards the boy.

"Huh? Oh, yeah."

Noelle and Lucy walked over to the boy who was grumbling about the scary girls. Noelle smirked a little and stood back while Lucy introduced them. Noelle felt stirring on her head, and looked up to see Marlow stretching his wings, before flying off to greet the other winged cat. They stared at each other for a moment, before introducing themselves and sharing a friendly shake. Noelle was shocked - Marlow was actually being nice?! Eh, maybe it was a feline thing.

When Lucy was done talking to the boy she walked over back to Noelle smiling slightly. "Are you hungry? I offered to buy those guys lunch for saving us."

"I could eat." Noelle shrugged. _'And he really didn't do anything but run through the crowd and get beat up...hardly anything to be rewarded for."_ Noelle sighed and followed after the group to the nearest restaurant.

* * *

Lucy and Noelle were instantly regretting inviting the boy and his cat out to lunch. The two were bottomless pits! Dishes were piled all around them, and the poor staff of the restauraunt looked overwhelmed by the two hungry monsters. And Marlow joining in on their feasts was making their job any easier.

"Uhm, Natsu and Happy, was it?" Lucy asked with a sweat drop.

"You're so nice!" Natsu said with his mouth full. Little chunks of meat and juice dribbled down his chin and onto the table, joined by the other food flying from Happy and Marlow's mouths.

"You might want to slow down..." Noelle said slowly. She was amazed that someone could eat so much. "Food is flying everywhere...and the owner doesn't look too pleased." Noelle glanced at the owner who was glaring daggers at Natsu. She sighed. They would have to leave one hell of a tip to make up for all the trouble they've caused them.

"Let him try to come between me and my food!" Marlow growled. "I'll claw his eyes out!"

Noelle sighed. She swore that once upon a time he was a normal, innocent, furball. When had he become so violent? Noelle thought for a minute and shuddered when she remembered _why_ Marlow was so violent, and _where_ he got it from. No. She didn't want to think about those memories anymore.

"Thanks to you guys barging in I was able to snap out of that spell. We can't thank you enough." Lucy smiled. "I know we may not look like it, but we're wizards too!" Lucy's cheeks turned pink as she twiddled a strand of her blond hair. "We haven't joined a guild yet or anything...oh! I should probably explain! See, guilds are these organizations where wizards come together to share information and find work, and things like that. Unfortunately you aren't considered a full-pledged wizard until you become a member of a guild."

Noelle snorted listening to Lucy ramble on and on about guilds. She doubted that these guys didn't know what a guild was - everyone did. They weren't exactly secret, in a world filled with magic. Noelle and Lucy had very different opinion on guilds; Lucy was very excited to join one as soon as possibly, while Noelle was more reluctant. But, she knew that Lucy was a danger magnet, and that she probably wouldn't last and hour without her - so she'd join, only to make sure that lucy didn't get herself killed.

"Oh no!" Marlow groaned. "Here it comes!" The tabby quickly covered his ears as Lucy got _that_ look in her eyes. The look _she always_ gets when she starts rambling on about joining a guild.

"I've heard it's a lot tougher to get into the popular ones, and the one I want to join is the most popular one there is!" Lucy squealed and nearly knocked over Noelle's glass of water from how fast she was flailing her arms. "Their the greatest and thier always featured in Sorcerer Weekly! Oh man, if I could actually convince them to let me in I think I'd just about die!"

"Promise?" Marlow grumbled. Noelle glared at him.

"You talk a lot." Said Happy.

"You don't know that half of it.." Marlow scoffed and went back to eating his fish.

"You'll have to forgive Lucy." Noelle sighed. "She gets excited easily." Noelle patted Lucy's head and smirked. "She'll calm down in a couple of minutes."

 _"Didn't you guys come here looking for someone?"_ Lucy mumbled while glaring at Noelle.

"We're looking for Igneel!" Happy answered.

 _'Igneel? That name definitely sounds familiar. But, where have I heard it before?'_ Noelle folded her arms over her chest and stared at Natsu. She had never seen him before, she'd remember his hair, Happy, and his scent; his scent, it wasn't normal. It smelled differently from other wizards, and in a way was familiar, and comforting. But why?

"We heard a rumor that a Salamander was coming through this town, so we came here to see him." Natsu said taking a bite of food. "Turns out it was somebody else."

"Yeah that guy didn't look like a salamander at all!" Happy cried.

"No kidding. I bet that poser can't even breathe fire like a real dragon." Natsu said with a scowl. He didn't like the thought of someone going around and posing as his dad.

Noelle's eyes widened and she nearly choked on the sip of water she had taken. Marlow seemed to be shocked too. Lucy was surprised as well, but not as surprised as one might think

"I don't get it.. your friend Igneel looks like a dragon?" Lucy asked thinking she might have heard him wrong.

"No, you got it all wrong." Natsu shook his head. "He doesn't look like a dragon, he is one."

"Aye!" Happy nodded. "Igneel is a real life Fire Dragon!"

Noelle felt her chest tighten and breathing increase.

 _'Igneel. Fire Dragon. Igneel, King of The Fire Dragons. I can't believe I could forget such a thing. And she was so fond of him too...'_

Noelle couldn't believe that she was face to face with another person who used Dragon Slayer Magic. Natsu must have been raised by Igneel, the Fire Dragon, meaning he's a Fire Dragon Slayer; Noelle, was raised by Isoldeth, the Queen of Ice Dragons, making Noelle the Ice Dragon Slayer; they were two of a kind, but very different. Isoldeth was very fond of a dragon named Igneel. She used to tell Noelle all kinds of stories about him and the adventures the two had together; she couldn't believe she forgot.

"Why would a Fire Dragon show up in the middle of town?" Lucy asked while stealing a look at Noelle who was still shocked. "Wouldn't that draw unwanted attention?"

Natsu and Happy sweat-dropped with open mouths.

Marlow giggled and munched away on the left over fish bones. "Not very bright, are they?"

Lucy sighed and decided now was a better time than never to end this lunch. "We should get going. Enjoy the rest of your lunch and maybe we'll see you guys around." Lucy got up from the booth and looked at Noelle who only waved her away.

Lucy shrugged and left a hefty tip on the table and told Noelle to find her when she was ready to go. Noelle gave her a nod and watched the blonde try to exit the restaurant, only to be stopped by Natsu and Happy who were on their hands and knees bowing to her.

 _"Thank you for the food!"_ They shouted.

 _"CUT IT OUT! YOU'RE EMBARRASSING US!"_

"Lucy!" Noelle called to her friend. Lucy looked back at Noelle and frowned when seeing her serious expression. "Be careful."

"You worry too much." Lucy said softly. "I'll be fine. See you in a bit!"

Noelle watched Lucy leave before redirecting her attention to Natsu and Happy who had rejoined her at the table. Marlow had taken Lucy's spot and was sucking down another fish. Natsu blinked when he noticed that Noelle hadn't left, but Happy didn't seem to mind.

"What are you still doing here?" Natsu asked. He wasted no time in going back to eating. Noelle could have sworn she heard the restaurant owner crying in the back.

Noelle thought about how she was going to ask her question. "You said Igneel is a dragon, right?"

"That's right." Natsu nodded. "Why, have you seen him?!" Natsu excitedly asked. "Come on, tell me!"

"No - no I haven't." Noelle answered honestly. "I've only heard stories about him."

"Stories?" Happy asked with a cock head.

Noelle nodded. "Did Igneel go missing about seven years ago?"

Natsu's eyes narrowed dangerously at her. How did _she_ know that? The only one's who knew about Igneel going missing was Happy and his friends at Fairy Tail.

"How the hell do you know that?" He asked in a dangerous tone.

Noelle sighed and held her hands up defensively. "Easy, it's not whatever you're thinking. My name is Noelle Yuletide, and I was raised by the Ice Dragon Isoldeth, and taught the art of Dragon Slayer Magic; I'm a Dragon Slayer too, my element is ice."

Happy looked at Marlow who nodded as if to confirm her story.

"You're a Dragon Slayer too?" Natsu's eyes widened.

"Yes." Noelle nodded. "The last time I seen Isoldeth was seven years ago. So it seems our dragons disappeared around the same time."

"Sorry to hear that." Natsu frowned. "I've been searching for Igneel since he went missing."

"Yeah, same here.."

The Dragon Slayers shared a moment of silence before Natsu suddenly perked up with a very mischievous grin on his face. Noelle didn't like the look of it. Looks like that meant trouble.

"Fight me!"

 _"What?"_

"Fight me! I've never fought another Dragon Slayer before!" Natsu was already pumping his fists like an excited child. Noelle bit back a laugh.

"I'm not fighting you, Natsu.

"Wha - Please?!"

"No."

"Come on!"

 _"I said no."_

* * *

"Are they still following us?"

"Yep."

Noelle groaned and whirled around to glare at Happy and Natsu who were hiding (badly) behind a bush. "I said no Natsu!" Noelle yelled. Ever since Natsu found out she's a Dragon Slayer, he's been following her around and begging her to fight him. She kept telling him no but the pink headed idiot just wouldn't listen!

Why did she have to go an open her mouth!?

"Aw come on Noelle! Let's see who's dragon was the strongest Igloo-"

"Isoldeth."

'Right, right, Isoldeth or Igneel!"

"No Natsu. I have more important things to worry about." Noelle frowned. She couldn't find Lucy anywhere, and her scent was incredibly hard to track for some reason. She was beginning to worry that the blonde had gotten herself into some kind of trouble.

"You're no fun, Nutella."

"Sorry Nat - wait - _my name is Noelle!_ " Noelle's cheeks flared at the ridiculous mispronunciation of her name. _'Man, this guy is so dense!'_

"Hey, Noelle." Marlow tapped Noelle with his tail. "Isn't that the yacht that Salamander is having his party on?"

Noelle glanced out at the sea where the yacht sat on the water. She suddenly have a good feeling about where she would find Lucy. "Yeah, and how much are you willing to bet that Lucy's there right now?"

Marlow scoffed. "I'm not dumb enough to make a bet like that."

 _"Oh my gosh! That's Salamanders yacht isn't it!?"_

 _"I wish I could have gone to his party!"_

 _"Who's Salamander?"_

 _"Whoa, You've never heard of him!? He's a super famous wizard who's in town right now!"_

 _"Yeah and he's a member of Fairy Tail!"_

Noelle and Marlow sweat-dropped. Yup. They definitely knew were Lucy was now. Noelle scowled and stepped over to the railing that separated the sea and land. She took a sniff as a breeze gusted by and growled; she could smell Lucy, and Salamander too.

"Damn it Lucy! I told you to stay out of trouble and what do you do?! You walk right fucking into it!"

"Well, she is a blonde." Marlow shrugged. "Do we _really_ have to save her?"

"Yes!" Noelle snapped. "She's our friend, and I'm not leaving her with that creep." Noelle was planning on how she was going to rescue Lucy when Natsu suddenly grabbed her hand and jumped over the railing _. "Natsu!"_ Noelle screamed. "What the hell are you doing?!" Noelle demanded, annoyed that she had been dragged into whatever scheme he was cooking up.

"Just trust me."

Happy quickly grabbed onto the back of Natsu's shirt and Marlow grabbed onto the back of Noelle's dress. Marlow smirked and dropped Noelle, and then quickly scooped her back up again while giggling like a mad man. Noelle scowled and glared up at him with the intent to kill.

"Do that again and I'll turn you into a stuffed animal!"

"You're no fun." Marlow pouted.

* * *

The group hovered over the yacht, waiting to make their move. Noelle could hear yelling, and knew without a doubt the voice belonged to Lucy. However, there was one little thing that was keeping Noelle from dropping down onto the boat. She watched from the corner of her eye as Happy dropped Marlow down, and sweat-dropped as Natsu crashed through the roof, and immediately doubled over.

 _'Motion sickness. A dragon's worst enemy.'_

"Hey! It's Lucy! What are you doing here Lucy?" Happy yelled pointing a stubby finger at the blond.

"You guys!" Lucy cried our tearfully. "I'm so happy to see you!" The blonde smiled up at them, the remnants of tears in the corners of her eyes. "This jerk tricked me!" She pointed an accusing finger at "Salamander". "He said he was going to get me into Fairy Tail!"

"Lucy." Noelle frowned. "Don't worry, we'll handle him."

"After them!" Salamander yelled. "We can't let them report this to the Magic Council!" Salamander glared at Lucy and Noelle who were slowing retreating with the help of Marlow and Happy. There was no way he was going to let them report him to the magic council. Salamander reached out his hand and prepared a spell. _"Prominence Whip!"_ He yelled, lashing the fiery whip out at the girls.

 _Bastard!_ Noelle wiggled free of Marlow's grip, and quickly performed a spell that made large, icy wings appear on her back. She pushed Lucy and Happy out of the way of the whip; the whip lashed against Noelle's thigh, and singed her skin. Noelle hissed at the feeling of the fire digging into her skin. _He just had to be a fire mage!_ Noelle scowled. She hated fire magic with a burning passion; mostly because it's her biggest weakness, and causes her nothing but pain while bringing back sour memories.

"So you wanna play, huh?" Noelle glared down at Salamander. "Alright, I'll play."

Noelle snapped her fingers; slowly, dozens of miniature, purple-ish blue magic circles appeared around her, glowing and rotating slowly.

 **"Ice Dragon: Diamond Storm!"**

Salamander's eyes widened as sharpened shards of ice launched at him. Few sliced at his skin and clothes, but has was able to dodge the majority of them, and lift himself into the air with the assistance of his spell: Red Carpet. Bora glared at the winterette, and stretched his arms out to the side. A red Magic Seal appeared on his chest, from which came a spiraling column of fire heading straight towards Noelle.

Noelle could already feel the blistering heat from his spell and gulped. She didn't do well when it came to Fire Magic; she didn't know how to handle it. Luckily Marlow had stuck close by and was able to fly her out of the way before she got barbecued, even luckier since her wings had given out. She thanked Marlow who called her an idiot, and took her to land where she'd be safe.

"Wait, where Lucy's?!" Noelle yelled not seeing the blonde anywhere. "Marlow, we have to go look for her before something happens...to...her..."

Noelle felt a sweat drop rolled down her neck. As she looked out towards the ocean she caught sight of Lucy and Happy, as well as Natsu, and the entirety of Bora's ship; and one, pissed off mermaid known as Aquarius - Lucy's strongest, and nastiest Celestial Spirit; who happened to hate Lucy with a burning passion.

Noelle and Marlow both sighed as the massive waved summoned by Aquarius crashed down on them. Noelle braced herself knowing this wouldn't end well.

 _It never ended well._

* * *

"Lucy, are you okay?"

Noelle's heightened sense of smell made it easy to find Lucy who had washed up on shore. When they found her she was angrily cursing Aquarius, much to Noelle's amusement. Noelle didn't know why Aquarius was so mean; but she didn't bother finding out since she didn't want to be on Aquarius's bad side. For the most part, the two were fine with each other as long as Noelle stayed quiet.

"So you claim to be a wizard of the Fairy Tail Guild?" Noelle heard Natsu say. She looked up to find the pink-haired slayer staring angrily at Bora.

Noelle scowled and stood up after making sure Lucy was fine. "I don't give a damn about that." Noelle said. "This bastard is going to pay for what he put Lucy through."

Marlow giggled deviously while latching onto Noelle's shoulder. "Are you going to make him cry?!" He asked excitedly, a little _too_ excitedly.

"Hopefully." Noelle smirked.

So, what's it to you? Go get them men!" Salamander commanded with a wave of his arm.

"Let me get a close look at your face." Natsu said, shedding his coat.

 _"Watch out!"_ Lucy called out in worry.

Noelle decided to sit this one out for the fact she didn't feel like getting burned anymore, and she was interested in seeing what the King of Fire Dragons son could do in battle.

"Don't worry about him." Happy said to Lucy. "I probably should have told you this earlier; but he's a wizard too."

"You've messed with the wrong people, kid!" One of the many minions of Bora yelled as he charged at Natsu with his fist drawn back. Natsu only scoffed, and slapped the man away as if here a rag doll.

Natsu fixated his glare on Bora one more. "My name is Natsu! I'm a Fairy Tail wizard, and I've never seen you before!" Natsu yelled at Bora who seemed shock by this.

"Y-Youve gotta be kidding me! So _Natsu_ is a Fairy Tail wizard?!" Lucy gasped.

Noelle smirked a bit and placed a hand under her chin. "And so that would make Natsu..."

"That mark on his arm.. this guy is the real deal _Bora!_ " One of the men fearfully shouted.

"Don't call me that you fool!" Bora(formerly known as Salamander) yelled with a pitch in his voice.

Noelle clicked her tongue as the familiarity of the name struck her. "Bora? Ah, that must make you Bora the Prominence; you were kicked out of the Titan's Nose Guild for what was it, bad behavior?" Noelle coyly smirked and snapped her fingers.

"H-how did you know that!?" He shrieked at her.

"I do my research." Noelle winked.

Natsu wasn't interested in anything Bora or Noelle had to say. He stalked towards Bora with an aura of power and anger surrounding; the look of fire burned behind his eyes. "I have no idea what you're trying to do here, buddy. And I don't care if you're a good guy, bad guy, or what; I'm not going to let you dirty the Fairy Tail Guilds name!"

"And what are you going to do about it? Stop me?" He laughed at him. "Prominence Typhoon!" Bora yelled, spreading his arms wide as a Magic Circle appeared on his chest, from which a column of purple fire spiraled towards Natsu. The fire engulfed Natsu and exploded into a raging fire.

"Natsu!" Lucy yelled gearing to run to check to see if he was okay but Happy and Noelle held her back.

"He's fine. Trust me." Noelle smiled gently at her.

"This is so cool!" Marlow whispered from Noelle's shoulder. Noelle jumped a little having completely forgotten about him. It was odd to hear Marlow be so quiet, but a good fight usually gets him to shut his trap for a while.

Bora seemed to be confident he had finished Natsu, even turning his back on him. "That's how it goes. The bigger the talk, the weaker the man."

"Like you're one to talk." Noelle rolled her eyes.

A minute seemed to pass before Natsu's voice was heard through the flames.

"This is so gross. Are you sure that you're really a Fire wizard? 'Cause these are the nastiest flames I've ever tasted." Noelle cringed as Natsu absorbed Bora's flames into his gut, letting out a small belch. She could never imagine eating something so foul. The very thought of it alone turned her stomach. "Thanks for the grub, poser." He grinned at Bora who was too stunned to speak.

 _"What's going on here!? Who is this kid!?"_

"Fire magic doesn't work on Natsu." Happy said hauntingly.

Lucy was stunned. "I've never seen anything like that!" Well, she's seen Noelle devour more than enough ice in the time that she's known her - but it was nothing compared to Natsu swallowing fire!

"Bleh, the thought alone is enough to turn my stomach." Noelle gagged.

"Now I've got a fire in my belly that's raging to get out!" Natsu pounded his fists together in a fiery blast. "Here goes!"

He puffed his cheeks out and cupped his hands in front of his face, summoning a red Magic Circle. Noelle grabbed hold of Lucy's arm and stepped back, knowing the attack that was too come.

 **"Fire Dragon: Roar!"** The tornado of flames hurdled towards Bora and exploded on impact. Smoke and debris filled the air, as well as Noelle's lungs.

 _Son of a bitch!_ Noelle glared at Natsu while hacking her lungs out. "I hate...fire magic..." she wheezed out. Lucy patted her shoulder sympathetically.

"Hey Bora.. I swear I've seen this guy before. The pink hair and the scaly looking scarf.. there's no doubt about it. He's gotta be the real one." One of Bora's comrades said with a shaky voice.

"Salamander!?" Lucy shouted. Noelle grinned having figured it out not too long ago.

Noelle shook her head and chuckled. "Salamander, son of the King of Fire Dragons. A fitting title, I suppose."

Fire swirled around Natsu's hands. Natsu crouched and jumped into the air yelling, "Hope you guys are paying attention because this is what a Fairy Tail wizard can do!"

 **"Red shower!"**

Bora and Natsu's attacks clashed in mid air. All that was seen were burst of purple and red fire as the wizards duked it out in the air. Noelle watched the battle with fascination; to see another person fight with the same magic as her was an odd experience.

"So he eats fire and attacks with fire? But how does he do it? Is it some kind of spell?" Lucy asked.

Noelle sighed. "Lucy, I've explained this before." Noelle folded her arms over her chest. "Natsu and I aren't like normal humans. We have the lungs of a dragon that allow us to breath our element: Natsu is able to breath fire, while I can breathe out ice. We have dragon scales that help us desolve our elements, and dragon claws for attacking with our elements."

Noelle glanced at Lucy to see is she paying attention, and much to Noelle's pleasure she was.

"Our brand of magic is one that allows us to take on all the qualities of a dragon. It's an ancient spell that is rarely used anymore." Noelle said with pride in her voice. "In fact, Natsu is the first Dragon Slayer I've ever come across. Not including myself, of course."

"Seriously?" Lucy asked.

Noelle nodded at her. "The magic we use was originally created to kill dragons. It's called Dragon Slayer Magic; Natsu learned his magic from a dragon named Igneel, and I learned my magic from a dragon named Isoldeth."

Lucy was left in awe as they went back to watching the battle. The fight continued between Bora and Natsu with Natsu eating any attack Bora would throw at him, the latest being a giant ball of fire. Noelle grimaced at the sight of it and turned away.

"You shouldn't turn away Noelle. You might actually get a tan.

Noelle glared up at the snickering Marlow.

"Now that was a hefty meal! Your not doing too bad, but I'm about to cook you like a smoked fish!"

 _"You're going to do what to me!?"_

"Get ready!" Natsu pounded his fists together. " **Fire Dragon: Iron Fist!"** He jumped into the air with his right fist drawn back. Bora was frozen with fear and wasn't able to move away from Natsu's attack. His fists collided with Bora's face and an explosion of flames and sent him flying across Hargeon and straight into a bell tower.

"And that's all she wrote!" Noelle grinned. "Creep got what he deserved."

"Don't be silly Natsu. Everyone knows to smoke fish with smoke, not fire." Happy said.

Marlow nodded. "Only an idiot wouldn't know that."

"Oh wow." Lucy breathed. "That was amazing."

"Yeah, but it looks like he overdid it.." The sound of metal boots against pavement made Noelle's ear twitch. Stiffening, she grabbed Lucy by the wrist and started to run. "We need to go, _now!_ "

"The Army!?" Lucy gasped.

 _"Holy crap!"_ Natsu let out a yelled and sped past Noelle and Lucy. He the doubled back, and grabbed Noelle by the wrist, who was still holding onto Lucy, and took off running again. "We gotta get out of here!"

"Where the heck are you taking us!?" Lucy demanded.

"Just come on!" He grinned. "You guys wanted to join Fairy Tail, didn't you?" He looked back at them with a happy smile on his face. _"So let's go!"_

Lucy's face broke out into a grin while Noelle's remained static. "Yeah!" "...Sure." Came their respective replies as they ran away from the army together.

The whole time, Noelle had a lingering feeling in her gut. She had a feeling, that joining this guild, was about to open up a bunch of doors that she had spent so much time closing.

 _And she didn't know if she was ready for that._

* * *

 **End Note:** As always, the story will follow along the main storyline; but there will be twists and turns that I throw in, and I'll be including my own missions and characters. There will also be many pairings in this story, so if you're not a fan of OC stories than I suggest you turn back now.

Man, it feels so good to be writing about Noelle again! So many things happened last month and this month that delayed it; but now I'm back! And I'm excited to start writing again! Writing about Noelle always makes me happy, so I look forward to the future with her.

Thank you all for being so patient and stick by my side. It really means a lot to me!

\- Derpulies~


	2. A Surprise Reunion

**A/n:**

I've missed writing about my child sooo much! And with the break I took with rewriting the story, and getting everything figured out; watching Fairy Tail feels like a new experience, and that makes me genuinely excited. Before, I got bored when watching the same episodes again. But now I'm read to jump back into it!

 **Summary:** She once believed that like her magic, her heart was made of ice. That no matter what she did, she could never unthaw it. A chance encounter with a blonde-haired girl leads her on a adventure she never dreamed possible. From joining a crazy guild, to rekindling an old friendship, and a second chance at romance; for the first time, in a long time, she believes her heart can be thawed.

 **Disclaimer:** I do not own Fairy. The only thing I own are my characters, and my characters alone.

 **Cover Art:** Rebecca0105 on DeviantArt

 **Post Edit:** We had a tornado drop down in my city today, and since then the sirens have been going off on my phone, and I'm really scared guys. I'm ok though! I've taken shelter in my basement for the time being. But, I'm still scared shitless.

 **Post-Post Edit:** Everything is fine now. I'm a little shaken, but otherwise fine.

* * *

 **Chapter Two:** A Surprise Reunion

Lucy, Noelle, and Marlow, were all staring up at the Fairy Tail guild. Lucy and Marlow were staring at it like it was one of the worlds lost treasures; while Noelle was trying to fight down the anxious feeling bubbling inside of her. She could already feel her heart picking up in speed, and couldn't control the shaking of her fingers.

Marlow, noticing this, floated down onto her head and pulled at her hair. To anyone else, this would have seemed like an act of cruelty; but to Marlow, it's his way of showing her comfort in his own funny way, and trying to take her mind off things.

"Welcome to Fairy Tail!" Happy giggled. "Cool, isn't it?"

Lucy and Marlow nodded. Noelle said nothing.

Natsu took a deep breath and suddenly kicked the doors to the guild open.

 _"WE'VE MADE IT BACK ALIVE!"_ He screamed as if he had just done the worlds most dangerous mission.

 _"We're hoooome!"_ Happy sang.

The members of their guild cheered and welcomed Natsu and Happy back home. The feeling in Noelle's stomach tightened. The guild was huge, and filled to the brim with people. Lucy hadn't been joking when she said Fairy Tail was the most popular guild in all of Fiore.

"Hey Natsu I heard you went all out in Hargeon!" A boy with buck teeth yelled to him. "Had to go starting trouble di-"

The buck tooth male received a flying kick to the face, abruptly cutting him off.

Lucy screamed and Noelle sweat dropped.

"You lied about that salamander!" Natsu yelled. "I'm going to kick your butt!" He said, pointing accusingly at the buck toothed man.

"Don't get mad at me! I'm not the one to blame here. I'm just passing along a rumor I heard!"

 _"It was just a rumor!?"_

 _"You wanna fight!?"_

 _"Let's go!"_

All at once tables and chairs and bodies were sent flying through the air and the odd wizard and Natsu clashed like wild animals. The fact that nobody was trying to stop them had Noelle wondering just what kind of guild Fairy Tail really was. In fact, people were even joining in on the fighting!

"Oh wow!" Marlow said in a dream-like state. "This place is amazing! Oh! Did you see that Noelle?!" He tugged on the sleeve off her dress. "That guy just smacked that other guy in the face _with a chair!_ " Marlow excitedly cried.

"Oh wow!" Lucy gasped, not at all fazed by the chaos surrounding them. "I can't believe we are actually in the Fairy Tail guild hall!"

Noelle looked away from the fighting and to the guild doors. _I could easily slip away without anyone noticing...but..._ Noelle looked back at Lucy who was completely enamored with the guild, and Marlow, who genuinely looked happy to be a part of the chaos. _But I can't do that to them._

"Oh. Hello. Are you two new here?"

Noelle and Lucy looked up to see a beautiful woman with white hair, and dark blue eyes, wearing a pink dress. Noelle was stunned for a moment. The woman, looked a lot like her, only their facial features were slightly different; Noelle's eyes being more narrowed, and her face shaped more like a heart. Still, it was uncanny, and just a little bit unsettling.

"It's Mirajane!" Lucy squealed. _"In the flesh!"_

Mirajane softly giggled. "It's nice to meet you."

Lucy glanced back at the fight and then back at Mirajane. "Aren't you worried they're going to destroy the place?"

"It's always like this around here." Mirajane laughed. "I'd just leave them alone. And besides-"

Noelle noticed a large, muscular man being hurled towards Mirajane, and pulled her out of the way before her could hit her. The man hit the wall with a loud grunt, mumbling something about manliness before passing out.

"Goodness!" Mirjane gasped. "That was close! Thank you so much." She smiled at Noelle. Noelle stiffly smiled back, and awkwardly shuffled around. She winced and was reminded of the burn she had received from Bora's attack. Mira noticed this and looked down at her red, swollen leg and gasped.

"Oh dear! That doesn't look good. Would you like me to help you patch it up?"

Noelle chewed on her lip. It did hurt really bad, but she wasn't exactly comfortable heading off alone with the strange woman. "Uhm..." Noelle's fingers twitched at the hem of her dress. They gripped her dress like a vice, turning red from how much pressure she was applying.

Mirajane frowned. "It's okay, you're safe here. We're good people, I promise." She smiled softly when she seen Noelle's eyes widened. "Come on, let's get that fixed up, okay? If you let it go any longer it might get infected."

Noelle nervously allowed Mirajane to take her hand and lead her to a white room, that was lined with beds, and medical supplies; an infirmary, she supposed.

Mirajane patted one of the beds gesturing for Noelle to sit down.

She did, reluctantly.

Noelle sat back on the bed and brought her knees to her chest, and rested her arms on top, followed by her chin. Noelle's heart was beating so far that it was actually causing her pain; the painful thumping of her heart was followed by the tingly numbness she felt in her fingertips, and the struggle to catch her breath. It seemed foolish, but their was a desperate part of her that wanted to cry; to cry and never stop. Why, why was it now that this was happening? For the most part, her anxiety had been calm since her time traveling with Lucy. Of course, it would slip up now and again, but it was never as bad as it as now.

She hasn't felt like this in a long time. And it scared her. She didn't ever want to have to go through any of that again.

"Does it hurt?"

Noelle jumped a little having not realized Mirajane was right in front of her. She was holding a roll of bandage, a wet cloth, and some kind of cream, probably to treat the burn. Noelle thought back to what Mirajane had asked and nodded, not wanting to discuss the real reason for her worries.

Mirajane gently smiled and lifted Noelle's dress up a little. She tentatively dabbed the wet cloth against her thigh; the cold water felt nice against her blistering skin. When Mira grabbed the cream, she gave Noelle a smile and said that it might sting. Noelle dug her fingernails into her arms as she applied the cream. It stung, a hell of a lot.

"I know, that it all seems kinda scary, being in such a rowdy place, with so many people. But I promise that we're all nice, and like one big family. It's okay to be nervous, and afraid. It's a natural part of being human." Noelle relaxed a little as Mirajane began to wrap her leg with the thick bandage. "If you ever need to, you can always come to me and talk, okay?"

Mirajane was smiling so brightly at Noelle that it made her chest hurt more. How long has it been since she's been shown such kindness and hospitality? She couldn't remember anymore.

"Thank you, Mirajane." Noelle said quietly.

"You're welcome...oh dear...I don't think I ever got your name." Mirajane giggled.

Noelle laughed a little bit. "Noelle. My name is Noelle Yuletide. It's...nice to meet you."

"Noelle, that's a pretty name." Mirajane smiled. "It's nice to meet you too. We should get back out there before your friend starts to worry about you." Mirajane said with a cute wink.

Mirajane helped Noelle up and she offered a smile in return. As she was leaving the room, Noelle felt arms wrap around her waist and was surprised to feel Mira's chin pressed against her shoulder.

"I mean what I said. If you ever need someone to talk to, you can always come find me, Noelle."

That feeling of wanting to cry returned. _How long had it been since she was hugged?_ Noelle couldn't remember such a feeling of warmth and security anymore. It was...nice...and terrifying...

"Why?" Noelle choked out. "Why do you care?"

Mirajane frowned and squeezed her a bit tighter. "You...remind me of someone, someone very close to me." Mirajane shook her head and put the smile back on her face. "And here at Fairy Tail, we're all a part of a family, and we all look out for each other."

"Family?..."

"That's right. And you're now part of the family too, Noelle."

The dam burst and the tears flowed. _Family._ What did that word even mean anymore?

* * *

Noelle hadn't left the room until she stopped crying. Mirajane had stayed with her, even though Noelle told her she didn't have to. But Mirajane was very keen on keeping her word and making her feel welcome within the guild.

Noelle was surprised to find all the guild members looking down at the ground ashamed, as a gigantic shadow loomed over them. Noelle could spot Lucy among the crowd, looking absolutely terrified. Marlow was with her, and had big stars in his eyes. Yeah, he would fit right in here.

"Would you fools stop bickering like children!?" The shadow bellowed.

"He's huge!" Lucy yelled.

Mirajane was the only one not bothered by the giant shadow. "I'm sorry, I didn't know you were still here, Master." She smiled.

"Did you say Master!?" Lucy yelled. Noelle was a bit skeptical of believing the Master of Fairy Tail was a giant shadowy monster.

Natsu laughed and started calling the other guild members babies; well, until a shadowy fist pummeled him into the ground, that shadow turned to Noelle and Lucy and stared them down.

"Well, it seems we have new recruits." The shadow said in slight question.

"Yes sir!" Lucy said with a shaky voice. Noelle silently nodded.

The shadow let out a fearsome yell and began to shrink, and instead of a lumbering giant like they had expected, there was instead a little old man with a thick mustache wearing an orange and blue outfit, with a cute little jesters hat to boot.

Noelle blinked at the tiny man.

"Nice to meet ya!" The old man said saluting them with a kind smile.

"He's tiny! This little guy is really is charge here!?" Lucy exclaimed.

"Of course he is." Mirajane laughed. "Allow me to introduce the Fairy Tail Guild wizard, Makarov!"

Makarov bowed and tried to jump onto the second floor but he missed and smacked his head off the wall. The little old man tumbled down and shook away the dizziness. He quickly recovered from the little scene and cleared his throat.

"You've gone and done it again, ya bunch of clods! Just look at how much paperwork the Magic Council sent me this time!" He held up a thick stack of papers for them to see. "This is the biggest pile of complaints yet!" The old man started to shake with anger and Noelle was slightly worried that he would explode from all the anger.

"Have you lost your minds!? All you kids are good for is getting the higher-ups mad at me!" the guild seemed to be ashamed of their actions.

The Master sighed and pinched his temples.

"However.." He raised the papers and set them on fire. "I say to heck with the Magic Council" He tossed the burning papers to Natsu who quickly gobbled them down.

"Now listen up! Any power that surpasses reason still comes from reason, right? Magic isn't some kind of miraculous power, it is a talent that only works when the flow of energy inside of us, and the flow of energy of the natural world are in perfect synchronization. To perform magic, one must have a strong mind and the ability to focus, it should take over your being and come pouring out of your soul! If all we do is worry about following rules then our magic will never progress. Don't let those blowholes on the Council scare you! Follow the path you believe in, because that's what makes the Fairy Tail Guild NUMBER ONE!" He shouted raising his pointer finger and thumb in the air.

The guild cheered and hollered, raising the odd hand sign in the air with smiles on their faces.

Noelle stared up at the old man in wonder. The speech was powerful, and had brought a funny feeling to Noelle - she didn't know what, but it wasn't bad; in fact, it felt kinda nice.

Noelle felt her face slip into a smile. Maybe, just maybe, she would like it here.

* * *

"And there you are! You're official a part of Fairy Tail!"

Noelle and Lucy stared down at their guild marks. Lucy's was pink, and on her right hand, while Noelle's was purple, and on her left hand; Lucy had insisted on it. Noelle caressed her guild mark. It was so serene to look down and see the strange marking shaped like a fairy.

As she stared at the mark on her hand, she felt the slightest twitch of pain on the right side of her neck. Gingerly, Noelle brought her marked hand to her neck, and gently traced the outline of something. She stopped when a sliver of fear and paranoia spiked within her.

Not wanting to go through another attack so soon, Noelle decided to leave the guild for a bit. It would be a good opportunity to explore Magnolia, and maybe set out to find somewhere for herself and Lucy to stay. Noelle looked around for Marlow and found him sitting on top of a table with Happy, laughing and stuffing his face with food. The ice slayer smiled fondly at him. She was happy that he made a friend, and that he seemed more lively. It's been hard for them, so maybe this was all for the best? Only time would tell.

Still, Noelle desired fresh air. She was close to making her way outside the guild, when she was suddenly knocked over by not one, but two people. She could recognize one scent belonging to Natsu, and the other...was strange, and almost familiar to her.

 _"Look what you did, ice princess!"_

 _"Me?! This was your fault, fire panties!"_

 _"Say that to my face you freaky stripper!"_

 _"What did you say, ya fire breathing moron?!"_

Noelle felt her eyebrow twitch in annoyance. She didn't have the patience for this. Natsu's body was hot, and not in the good kind of way; the way that made Noelle's skin want to blister from the contact alone. Why did he have to be a fire mage?! Couldn't he have been something less annoying, like water, or something useful, like ice.

"Natsu." Noelle hissed. "Get off of me!" Noelle yelled, shoving Natsu off of her and into the other boy he was fighting with. "What the hell is wrong with you?!"

Natsu glared at her. "What the heck was that for, Nollie?!"

"My name is Noelle, you idiot." Noelle deadpanned.

"What did you call me?! You wanna go?!"

Noelle groaned. All she wanted to do was leave! And now she had to deal with Natsu's idiocy. She could already see Marlow laughing at her misfortune, and could just hear the giggle in Lucy's smile as she watched them.

Noelle was ready to tell Natsu off when the familiar scent once again invaded her nose. What was it? Noelle sniffed the air and shivered. For some reason, she just couldn't place it.

"Leave here alone, Natsu. Not everyone wants to fight your dumb ass." The other boy glanced over at Noelle who was still on the ground, looking down with a concentrated face. "Hey, you okay? Sorry, didn't mean to get you involved in that." He outstretched a hand to help her up.

Noelle jumped slightly at the voice. She had forgotten about the other boy Natsu had been fighting with. She looked at the outstretched hand and nervously took it. A tingle jolted up her arm at the contact; it was strange, but pleasant, in an odd way.

"Thank you." Noelle said as he pulled her to feet. "It's fine. I was just leaving anyway."

The boy raised a brow. "Leaving? But you just joined. You should stay and get to know some people."

Noelle frowned and shook her head. "I'd rather just get some fresh air, no offense. But, uhm, thank for the help." Noelle looked up with a half smile. However, that smile was replaced by a gasp. Noelle's eyes widened and her heart picked up speed.

 _It can't be._ Noelle couldn't believe the person before her eyes. It all made sense now, why his scent was so damn recognizable to her. Noelle was overcome with happiness, and before she knew it she was throwing her arms around the boys neck and burying her face into his shoulder.

"H-Hey!" The boy yelled taken by surprise. "Y-You're welcome?" He hadn't expected the girl to be this thankful that she'd throw herself at him.

Noelle shakily laughed and squeezed him harder. The boy felt his face heat up. This wasn't something he was used to; strangers latching onto him, that is.

 _"Gray."_ Noelle laughed breathlessly. _"You're such an idiot."_

Gray felt the same feeling of shock and disbelief that Noelle had felt moments ago. He pulled the winterette away from himself, and looked down into her rich blue eyes; he couldn't believe it, it was really her!

"Noelle!" Gray puttered out. "Where did...how did..."

Noelle laughed and hugged him again. "It's been so long! I didn't...I never...I can't believe after all this time I found you again."

Natsu who was still upset at the both of them glared with his his arms crossed over his chest.

"So what, you two know each other or something?"

Gray glared at Natsu. "What, that's not obvious, bonehead?"

"What did you-"

"Gray and I have known each other for sometime, but things happened, and we lost contact." Noelle smiled sadly. Noelle released Gray from the hug and stepped back a bit. She was still smiling, unable to believe that she'd been reunited with someone from her past...someone she actually was glad to see.

Marlow was surprised to see Noelle willingly interacting with someone. He was even more surprised to find it was the guy he saw strip down to his birthday suite. He wondered how Noelle knew the perverted stripper.

* * *

"I had always wondered what happened to you and Lyon after we separated, and I was tempted to track the two of you down...but we were all going through so much then."

Noelle frowned looking down at her strawberry milkshake, courtesy of Mirajane. She and Gray were sat together at the bar, talking, and catching up on lost time. Seeing Gray again was like a tiny slither of light in the darkness that Noelle's become accustomed to; it felt nice to be around a familiar face again. Not that she didn't like spending time with Lucy, but it was different with Gray, somehow.

"And I never expected it to be on good terms, either." Noelle laughed. "Back then, you and I were always at each others throats." Noelle smiled at the memory of her and Gray's younger selves; their constant bickering drove Ur and Lyon crazy. One time, Ur had locked them outside of the house during one of the coldest snowstorms, and told them they weren't allowed to come back in until the settled their differences.

They spent the whole night out there.

Gray nodded to her words and twirled the straw in his empty glass. "If I remember right it was you who started most those fights." Gray smirked, also thinking back to the days of training under Ur. "I think Ur took it easy on you because you were a girl."

Noelle snorted. "Whatever you say, Mr. Attitude; and for your information, I got clonked over the head just as much as you and Lyon. Ur was very fair with punishing us. _And if I remember_ , when I _was_ behaving I _somehow_ got dragged into a fight between _you_ and Lyon."

"And you always took his side, too." Gray said, a smirk playing in his voice.

"Guilty." Noelle laughed. "And I only took his side because he reminded me of...well, you know." Noelle sadly smiled. "Even though we fought constantly as kids...I am glad to see you again." She said genuinely.

"Yeah, me too." Gray smiled back at her.

* * *

Noelle had eventually left the guild later that day to track down Lucy. Her scent was very recognizable making it easy to find her out of the thousands of other people living in Magnolia. When she found Lucy, she was stood outside an apartment on Strawberry Street looking quite pleased with herself. Noelle called out to her and Lucy turned around with a big smile on her face.

"Noelle, there you are! You're just in time to see our new apartment!"

Noelle blinked. "You already found us a place to live?" To Noelle, that seemed rather fast and somewhat convenient; but she wasn't about to turn down a place to stay.

"Yup!" Lucy nodded. "I already check that place out, and it's super cute!"

"How much is the rent?" Noelle asked with a quirked brow.

"Seventy-thousand jewel a month!"

Noelle bit her lip. That wasn't a bad price for two people, and she knew better than to question Lucy's taste. Noelle sighed. "Alright, show me the inside." Noelle plucked Marlow from her head and held him against her chest and Lucy guided her inside. Marlow squirmed in her grip and reluctantly stirred awake.

"You better have a reason for waking me up."

"Shush, Lucy's giving us a tour of our new home."

The apartment was very spacious, to Noelle's surprise. The main room of the apartment was quite large and had many pieces of furniture scattered about such as two beds, a desk and chair, a big, towering book case, a dresser, a table with four chairs, a coffee table, and an arm chair. Noelle noticed two turquoise curtains on the other end of the room. When she peaked behind them she found that one lead to the kitchen, and the other the bathroom.

Noelle was surprised at how nice the apartment was for such a cheap price.

She turned to Lucy who was grinning with her hands on her hips. "Well?" Lucy asked. "You like it, right?"

"I'm shocked. You actually spent our money wisely for once, Luce!" Noelle smirked.

"Thank you very - hey!"

Noelle laughed and dodged away from the pillow Lucy threw at her. Noelle walked over to the beds and looked them over. One was pink, and the other a light shade of blue. Noelle plopped down onto the blue one and sighed. It had been forever since she slept in an actual bed that belonged to her, and not a stiff, gross bed from some random inn.

"Move over! Your butt it taking up all the room!" Marlow grumbled as he made himself comfortable on of one the pillows. He kneaded it for a moment, before setting down. Noelle smiled hearing him purr, and then snore softly as he was lured to sleep.

"That's the fastest he's ever fallen asleep!" Noelle laughed. "But it's been forever since we had a proper bed to sleep in."

"You still haven't told me the truth about what happened that day." Lucy frowned. "Are you ever going to tell me?"

Noelle stared up at the ceiling with half-lidded eyes. "I know, Lucy. I promise that I'll tell you...but not today. It's...complicated." And that was all she said as she closed her and settled into bed.

"Okay..." Lucy whispered as she got into her own bed. "You know you can tell me anything, right? It won't change what I think about you, Noelle."

Noelle gripped the sheets and squeezed her eyes tighter. "I...goodnight, Lucy."

"Goodnight, Noelle."

* * *

Lucy and Marlow were sleeping soundly, having already adjusted to their new life in the short time they had been in Magnolia. Noelle, however, was awake; sitting up in her bed, cradling her knees to her chest and tears streamed down her cheeks. She watched the two of them sleep; soundlessly, peacefully. She envied them. She too wanted to be able to sleep, and to dream...

 _But the nightmares wouldn't let her._

* * *

 **End Note: I hadn't realized until later on that Mirajane and Noelle looked alike, but I never bothered changing Noelle's appearance because I had grown used to it; and writing her differently would have felt weird. Though, I was very tempted to change her eye color to purple, but decided against it.**

 **I based Noelle's anxiety symptoms off of my own. "Oh my god, you're one of those people?" I've come to realize that a lot of people scoff at anxiety, and likes to make jokes at people with it - and it sucks. Anxiety is not a fun thing to deal with. Taking medication and living in constant paranoia isn't how I imagined spending my life. But I deal with it, for the most part. My anxiety does come from reasons, many reasons. Losing my sister, my father, almost losing my mother and my grandmother, and many, many other things that have just added to it; but I got through it, and I'd like to think I'm doing better with it.**

 **Unfortunately for Noelle I decided to add one of my flaws to her. But it's with reason, that you'll eventually come to know.**

 **I imagine that Noelle would remind Mirajane of Lisanna, and that would bring out some sisterly instinct. And, I thought it was a really cute scene, lol.  
**


	3. Noelle Vs Natsu: The Dragon Duel

**A/n:** This doesn't have anything to do with Noelle. Hiro, I'm issuing you a warning; if you harm either of my loves, we're going to have a _real problem._ That is all. Sorry, if you read the manga, you'll understand.

Oh, and fight scenes are not my strong point. But I tried my best, promise.

 **Summary:** She once believed that like her magic, her heart was made of ice. That no matter what she did, she could never unthaw it. A chance encounter with a blonde-haired girl leads her on a adventure she never dreamed possible. From joining a crazy guild, to rekindling an old friendship, and a second chance at romance; for the first time, in a long time, she believes her heart can be thawed.

 **Disclaimer:** I do not own Fairy. The only thing I own are my characters, and my characters alone.

 **Cover Art:** Rebecca0105 on DeviantArt

* * *

 **Chapter Three:** Noelle Vs. Natsu: The Dragon Duel

"Please!"

"No."

"Come on, Navi!"

"You expect me to fight you when you don't even know my name?!"

"I know your name! It's Norma, or Nueva, something like that! Come on, just fight me! What? Are you too scared to find out who the stronger dragon is?"

"It's not that, Natsu. I just don't feel like fighting. So back off."

 _"Jeez, Igloo must have been a real coward."_

Natsu could only grin when Noelle said nothing. At that moment, he knew he had won the battle. It did take longer than he thought; but in the end he was going to get to fight with another person of his skill, and he was radiating excitement.

"What's wrong Noelle? Scared?"

By this point, everyone in the guild had stopped what they were doing to watch the spectacle happening between Natsu and Noelle. To say they were curious would be an underestimate. Everyone in the guild wanted to know what the new girl had to offer; it had to be something good if Natsu was perusing fighting her so badly.

Noelle sighed. She could see there way no way she was getting out of this. Natsu seemed like the type who didn't give up easily; and it annoyed her, since she didn't like giving in to peoples demands. But, just for this once, she would play his game. And she would make him regret challenging her.

"Fine. I'll fight you."

"Oh man, I'm all fired up now!"

Noelle sighed. She was going to regret this, wasn't she?

* * *

Everyone gathered outside, surrounding Natsu and Noelle in a circle, but giving them enough room to fight, and to be able to keep out of harms way. Everyone was taking bets on who they thought would win, many placing their bets on Natsu, and then others on Noelle. Cana sat off to the side with a barrel of beer between her legs, and a board that had Natsu and Noelle's name written on it with varying tally marks beneath.

Noelle wasn't particularly happy about being surrounded by so many people at once; but she couldn't deny the rush of adrenaline she was feeling. She had faced many opponents in the past, but never another Dragon Slayer.

"You ready to do this?" Natsu grinned as he held up a flaming fist.

Noelle nodded. Natsu may believe he had the upper hand because of his fire magic, but Isoldeth has taught Noelle many on how to conquer over flames. _I won't lose to you, Natsu._ Noelle got into a fighting position as a shimmer of blue light glossed over her body.

Natsu wasted no time in charging at Noelle with his fist drawn back. **"Fire Dragon: Iron Fist!"** he roared, swinging his flame coated fist at her.

"Beat the crap out of him, Noelle!" Marlow yelled from the sidelines where he stood with Happy. "And you better not hold back - and one of you better end up bleeding or crying!"

Noelle sweat dropped. "Yeah, yeah!" She growled dodging Natsu's fist. A bead of sweat rolled down her forehead from the closeness of the flames. The thought of the fire making any form of contact with her skin made her stomach jump; but she refused to lose to Natsu - he would never shut up if she did.

 **"Ice Dragon: Diamond Fist!"** Noelle called out her attack and mirrored Natsu's move. She twisted round, and slung her fist into the underside of Natsu's jaw, and as he was recovering she took the opportunity to send her heel into his gut; the Fire Slayer was sent flying across yard, but was quick to bounce back to his feet.

Around her, people whispered about her magic. They were shocked to find that she and Natsu shared the same magic; this didn't surprise Noelle. Her magic was unique, to the point that not many people knew it existed, or believed it to be true, for that matter. It still made her angry when she thought back to the people who laughed at her when she told them of her foster mother being a dragon. Eventually, she stopped telling people.

Natsu charged again and Noelle joined them. Their fist clashed against one another. Hues of red and blue mixed, creating a purple blue as their bodies and magic collided. _**"Fire Dragon: Claw!"**_ Natsu roared, slashing his claws across Noelle's face, who was busy shoving her ice-coated fist into his stomach. The two lurched back. Natsu, doubling over to hold his aching gut; and Noelle, viciously swiping at her face to ebb away the burning sensation that molded into her sensitive skin.

Noelle glared at Natsu, her canines bared. _"Bastard!"_ She hissed. A thin, horizontal crimson mark marred her face; no doubt it would leave behind a scar. _As if I don't have enough of those.._

"You're not half bad, Noelle." Natsu grinned as he cracked his neck. "But I'm not going to lose to you."

* * *

Marlow who had been relatively silent(too absorbed into the fight), raised himself into the air and cupped his paws over his mouth. "Noelle, you better not lose to this idiot! It's hard enough listening to Lucy, I don't want to have to listen to this guys boasting for the next month!"

Lucy glared at the cat. "Shut it, fleabag."

Gray was silent as he watched Noelle and Natsu clash. She had really changed in the years they lost contact. She wasn't the same, tomboy-ish girl who went around picking fights; those she did still have a bit of an attitude in her. And it wasn't just mentally she had changed, but physically too. Her hair was much longer now, opposed to the short, unkempt bob she always sported as kid; every time they turned around she was in the bathroom, hacking off her hair whenever it grew past her ears; and now, Gray couldn't even tell where it began, and where it stopped. And of course she had _matured_ as well. It would have been a bold faced lie if he said he hadn't noticed her accentuated curves, and how much she had filled out.

Gray blushed a little and shook off the previous thoughts.

But mostly, Gray was amazed by how far she had come in terms of her magic. As children, she could barely cast a spell, let alone hold herself in battle. Her magic was always jumbled, and unbalanced, and she barely hold her own in a fight without Ur having to step in and break it up. Gray's arrogant younger self had once asked Ur why she had taken in such a weak student(Something that had earned him a sharp smack upside the head). Ur had told Gray that Noelle wasn't weak physically, but mentally; that whatever she had suffered was holding her back, and not allowing her full potential to come through. And now, here she was holding her own against one of Fairy Tail's strongest mages; and Gray would be lying again, if he said he wasn't impressed with how far she's come.

He smiled, and watched the fight while silently cheering on his old rival.

* * *

 _Okay. Now I'm really getting pissed off._

The thrill of battle had long since left Noelle, and have been replaced by pure annoyance. No matter how many spells, or hard hard she hit him; Natsu refused to give up. Every time, he would pick himself up, wipe the blood away, and jump right back to it. Noelle continued to fight as well, though the constant contact with his fire magic was irritating her skin, turning her creamy skin red, and causing it to swell and blister, and crack; one of the side affects of her magical affinity.

Noelle decided to put and end to this fight. She stood tall, and held her hands out at her sides. In a soft, quiet voice she spoke foreign words in a tune that almost made it seem like she was singing. Natsu, was taken back by this, and stood scratching his head while wondering what kind of weird spell she was planning.

The other members were curious too as they watched with bated breaths, even the Master, who had been impressed by Noelle's performance so far.

Slowly, Noelle began to twirl and make odd gestures with her body, it was as if she was dancing. Everyone around her took notice of how the temperature dropped, and how an icy wind began to pick up around Noelle; a very faint, blue light surrounded her as the icy wind moved to her hands, and slowly formed into two, frozen blades. Noelle then stopped dancing, and looked at Natsu with a mischievous smirk.

Natsu scoffed. "What, am I supposed to be afraid of some dumb dance? Come on, fight me for real!"

"Okay." Noelle grinned. "Let's see if you can keep up." Her eye narrowed as she clutched the blades tighter. **"Ice Dragon: Dancing Dragon, Frozen Blade Dance!"**

 _"What the?!"_

Natsu barely had time to register the speeding blur of blue that barreled towards him. Her movement was nothing more than a blur as she twirled around Natsu at untraceable speeds. If it weren't for Natsu's cries of pain as the swords slicing him, and the shredding of his clothes; one might have thought she disappeared into thin air! With one last strike against the chest, Natsu crashed against the ground with a strangled groan. Shortly after, Noelle reappeared, panting, and sweating bullets.

And before anyone could congratulate her on her victory, she too fell to the ground unconscious.

* * *

"Nice job out there, Nelly!"

"It's Noelle, and thanks. I can't believe I actually won, even if only by a second."

"We should fight again, I want a rematch!"

Noelle sighed. She should have known that Natsu wouldn't give up that easily. "Maybe some other time, Natsu." Noelle smiled and sipped the glass of ice water that Mirajane had given her. "That last spell takes a lost out of me. It requires a lot of concentration and focus, which is hard to do in the heat of battle."

Lucy, who was sitting beside Noelle, tilted her head to the side with a frown. "You were really going for it out there." Lucy said. "I don't think I've seen you fight that hard in the time we've know each other."

"I uh, got a little carried away." Noelle blushed. "It was exciting, fighting against someone else of my kind."

Gray who was sitting across from Noelle smirked, and folded his arms over his chest. "I gotta say, I was impressed. I was expecting you to yell and give up halfway through it."

Noelle glared at Gray. "I'm not a little kid anymore, Gray." She huffed, puffing her cheeks out as she sipped her water.

"I noticed." Gray said. "When did you get so strong?"

A haunting looked pass through Noelle's as eye she gripped her glass a little tighter. Gray's eyebrows knitted together. Her hands were shaking ever so slightly, and he could see the way her jaw tightened. It took a second before she recollected herself, and calmed down. She put on a faux smile, and twirled the straw around in her glass.

"I don't know. I guess, it just happened." Noelle shrugged.

Gray narrowed his eyes. He knew she was lying, but he didn't call her out on it; whatever had happened during all those years had some kind of negative effect on her, and it was still affecting her to this day. He just had to wonder what it was that happened, to completely reshape the person she used to be.

* * *

Noelle caught Gray staring at her and looked down into her drink. He knew she was lying, she knew that. But as long as he never found out the reason for her secrets, then everything would be fine.

 _She would never forgive herself if she were the cause of another life being robbed._

* * *

 **End Note:** Fight scenes are something I still need to improve on. I don't think that they are too bad, but they can definitely improve. Like, I can envision the fight perfectly in my head; but it's hard for me to put it into words, if that makes any sense. Overall this chapter was meh, and I'm not completely happy with it.

I create weird moves, I know.

Isn't Marlow just charming? Some people might wonder why I chose to make Marlow have such violent and abrasive personality; and it mostly stems from the fact that when you read about Exceeds, they are always cute-sy, and precious, and their just little lovable balls of fur! So I wanted to do something different. So, Marlow, the violence loving, abrasive, ball of mangled fur was born - and I love him dearly, but not nearly as much as CocoGirlRevised; she's his biggest fangirl.

Also I'm so happy that people are picking up on the changes. I didn't want to make this a carbon copy of all the others. Yes, I wanted to keep things similar, but also very different. And this time around I wanted to explore more of Noelle's personality and her inner thoughts; something I didn't do last time. I gave her traits of mine like her anxiety, and blended that into her character as it's something I know I can write.

This isn't important. But I ship Noelle and Juvia hardcore. I just, I really love the rain woman, she's very important to me. But so is Gray, and those two, they just complete me. No, this is not going to turn into a Nuvia fanfcition(That's their official ship name. Fight me.), but, one day, I just might be tempted to write a fanfiction dedicated to her, because I love her. I love her so much. Hiro, are you reading this? I love her. Leave her alone. Leave Gray alone. _Leave my babies alone!_

 _Totally off topic..._

You should DEFINITELY go read **Skin Deep** by **Nocte Nebula** : She's a brilliant writer, and she's created such a unique Fairy Tail oc with a type of magic I've never seen before; and the pairings for her story are just perfect, absolutely perfect. Seriously, I really love this story, and I'm constantly being amazed by how well written it is, and the amount of detail she puts towards her story and characters. It may seem like I'm fangirling, because I am. But you all know by now that when I come across a story I enjoy, and that I think deserves more recognition; I'm going to shout them out. So go, go read it! And show her some love and support for her awesome story!

Go read, follow, favorite, and review Skin Deep! Neb's deserves it. :)


	4. The Boy They Once Knew

Summary: She once believed that like her magic, her heart was made of ice. That no matter what she did, she could never unthaw it. A chance encounter with a blonde-haired girl leads her on a adventure she never dreamed possible. From joining a crazy guild, to rekindling an old friendship, and a second chance at romance; for the first time, in a long time, she believes her heart can be thawed.

Disclaimer: I do not own Fairy. The only thing I own are my characters, and my characters alone.

Cover Art: Rebecca0105 on DeviantArt

* * *

 **Chapter Four:** The Boy They Once Knew

Erza Scarlet, when people hear this name they panic, and scream. Titania, Queen of The Fairies; Fairy Tail's strongest female wizard. They say she's a monster, a demon straight out of hell. Almost everyone in Fairy Tail feared her, and respected her at the same time; a truly, terrifying woman.

Noelle had heard many tales of the famous Erza Scarlet before, though she believed them to be over-hyped and exaggerated. Noelle had no idea that she would soon find out just how terrifying the armored wizard could be.

It all started when Loke, another member of Fairy Tail who liked to chat up the ladies, burst through the guild doors with a fear stricken face, saying that Erza on her way. Noelle thought nothing of it; that was until the guild went into hysterics. Noelle, Lucy, and Mirajane were the only one's who weren't freaking out.

Just as Noelle thought the guild was going to riot; a tall, imposing woman with long, flowing scarlet hair strode through the doors, with a very large horn of that once belonged to a monster effortlessly thrown over her shoulder. Everything was silent. All that could be heard was the sound of the redheads heavy boots as she marched to the center of the guildhall and set down her prize with a large _thump_.

"I have returned." The woman named Erza said. "Where is Master Makarov?"

"Wow, she's pretty." Lucy whispered. Noelle nodded in agreement.

Marlow who was sitting in Noelle's lap nearly choked on the fish he was eating. His eyes widened to the sight of saucers. He looked around the normally rowdy guild with an open mouth. They were all scared of her - one woman?! Marlow's eyes sparkled as he clutched the meatless fish to his chest.

"Wow." He whispered. "She's so cool! Noelle, why can't you be that cool?! Instead your just a useless, unstable bag of emotions!" The cat grumbled bitterly, fantasizing about what it would be like to battle alongside the redhead.

Noelle's eye twitched. "Yeah, I love you too, Marlow." She said, ignoring his coy smirk.

"Welcome back Erza." Mirajane smiled. Did nothing unnerve her? "The Master is at a conference right now."

"I see." She nodded.

"So um.. what's that thing you got there?" A member asked, referring to the giant monsters horn at her side.

"It's the horn of a monster I defeated. The locals were so thankful to me they decorated it and gave it to me as a souvenir. Do you have a problem with it?" She snapped at him. Her brown eyes narrowed in a glare.

 _"N-No! Not at all!"_

Marlow's tail excitedly swished back and forth, and his heart picked up speed. _"She's so cool!"_ he giggled like an excited child.

Noelle sweat dropped.

"She's not anything like I imagined." Lucy said.

"She's living up to the reputation she's been given, that's for sure." Noelle frowned.

"Now listen up!" Erza spoke to the guild. "While I was one the road I heard a few things. The word is, Fairy Tail is causing nothing but trouble as of late. Master Makarov may not care, but I most certainly do.

She looked around the guild for her first victim, brown eyes landing on Cana.

"Cana!" She yelled nearly causing the brunette to choke on her alcohol. "You need to start controlling your drinking."

She then started to scold the other members of the guild.

 _"Vijeeter, please take the dancing outside."_

 _"Wakaba! Get rid of that filthy habit."_

 _"Nab, I suspected I would find you dawdling in front of the request board, just pick a job!"_

"Macao!" She eyed the wizard and paused her speech. Macao even begged her to say something which made her sigh. "I don't even know where to begin with you. You cause so much trouble I've almost given up."

Noelle frowned. The things she was scolding them about seemed more than excessive. She realized the Cana drinks a lot, yes; but they didn't know what problems she had going on in her life. Perhaps her drinking was a coping mechanism? And aside from a little drunken flirting, and all the unnecessary groping she does(Noelle found out the hard way, quite literally. Cana isn't very gentle.), she's not hurting anyone.

Vijeeter's dancing was harmless and many members of the guild enjoyed watching him dance. As for Wakaba; didn't his magic involve smoke? And she didn't know much about Macao but he seemed like a nice enough guy. She knew of his son Romeo, and that he was divorced; that couldn't be easy on on a person. A single father, trying to raise his son, and struggling with guild work is well probably took a toll on him.

"She's really tearing into everyone." Lucy whispered to Mirajane and Noelle. "It's like she's taking over."

"That's Erza for you!" Happy chipped in.

"Her attitude could use some work, but who are we to judge someone we don't know?" Noelle said, folding her arms over her chest.

 _"She's perfect!"_ Marlow whispered. "The ultimate fighting machine!"

Again, her eyebrow twitched, and the tiniest ping of jealousy poked at her gut. "Yeah, yeah, you love her. We get it, shut up already."

Marlow glared at Noelle.

Erza had moved onto her next targets after scolding the others. "Are Natsu and Gray here?" She asked as she looked around for them.

 _Gray?_ Noelle's interest peaked. _What would she want with him?_

"Aye!" Happy pointed them out.

Noelle almost couldn't believe her eyes as she watched Gray and Natsu drape their arms around each other, and lock their hands in an awkard handshake. To anyone who wasn't part of the guild it would seem like they were the best of friends, but it was actually quite the opposite, in fact the only reason the two were acting so chummily towards one another is because they're both deathly afraid of Erza.

Noelle covered here loud, unladylike giggle behind her hands; smiling innocently when they both threw a glare at her.

Under Erza's watchful eye they both replace their glares with smiles.

"O-Oh h-e-ey there Erza!" Gray smiled nervously. "We're just hanging out like _good friends_ tend to do!"

"A-aye!" Natsu stuttered.

"Why is Natsu talking like happy!?" Lucy asked almost fearfully. Noelle found the situation comical.

Erza smirked. "That's great. I'm quite pleased to see the two of you getting along so well. However, it's only natural for the _best of friends_ to lock horns every now and again."

Sweat dribbled down Gray's neck and his smiled faltered a bit. "I don't know if we're the _best of friends_.."

"Aye.." Natsu replied.

"What's gotten into Natsu?" she asked Mirajane. Lucy couldn't believe the way Natsu was acting!

"He's scared." she said with a smile. "A few years ago, he challenged Erza to a fight, and she beat him up pretty bad."

"I bet she beat them both into oblivion!" Marlow's eyes glazed over with stars and a goofy smile painted his face.

Noelle sighed and shook her head. It seemed Marlow had a new idol, not that she cared..

Lucy scoffed. "That's a stupid thing to do."

"After that she found Gray walking around naked and decided to beat him up too."

Noelle laughed, thinking back to a time when Gray had stripped down in public while they were out shopping. Ur was ready to strangle him by the time they got home. She smiled softly. She really missed those times.

"Let's not forget she beat up Loke for trying to hit on her." Cana smirked. "He totally deserved it though."

Lucy seemed to agree, having been hit on constantly by the wizard. "Can't say I blame her." Noelle too would have done the same thing in Erza's position.

Erza began to speak one more. "Natsu, Gray, I need you to do me a favor." She says, shocking the wizards. "While traveling, I overheard something that has me worried. Normally I would consult with the Master before acting; but he's not here, and this is a matter of utmost urgency."

She placed her hands on her hips and approached the two of them.

"The two of you are the strongest wizards here and I could really use your help." her words brought shock to the members. Was is really odd for her to ask for help? "We'll meet at the train station tomorrow morning."

Mirajane gasped. "Erza, Gray, and Natsu working together? I never would have seen that one coming. This could be... the most powerful team Fairy Tail has ever seen!"

Noelle was a little shocked by this news. Was Gray really that strong that he was considered one of Fairy Tail's best?

Just how much had he improved in the years they were apart?

* * *

Noelle was sitting off to herself. She had a slice of cake, and her usual shake, and was looking through a pile of job requests that no one had shown interest in. She had yet to go on a job, and was seeking one that was mildly easy, but paid well. So far she hadn't come across anything that suited her agenda. Lucy, on the other hand, was going on job after job, usually accompanied by Natsu and Happy, and today Marlow. They had offered Noelle to come along, but she declined. She didn't think going on a job with those four would be very...profitable, as something was most likely to get destroyed.

Noelle sighed pushing the requests away. Nothing. Maybe she was being too picky, or maybe, deep down, she knew she wasn't quite ready yet; to take that plunge, and go back out there. She knew she liked Fairy Tail - or at least she wanted to - but she wasn't ready for all of this again. There were just too many risks. Especially with...

Noelle slammed her fist down on the table as her hair shadowed her face. _Do not think about it. Do not give him the satisfaction. This is what he wants, he wants you to suffer. Relax, it's going to be fine. You're going to be fine._ No matter how many times she tried to convince herself; she knew she wouldn't be.

"Hello, you're knew here, aren't you?"

Noelle perked up as the feminine voice entered her hearing. She looked up, surprised to be face to face with Erza of all people. If Marlow were here with her, he would have fainted. Noelle, out of respect, and just a smidgen of fear; sat up a little straighter, and smiled.

"Yeah, my friend Lucy and I joined not too long ago."

"I see." Erza said and took the seat across from Noelle. She eyed her piece of strawberry cake and without even asking, she slid it towards herself and stuck the fork that had been balanced on it into the fattest, reddest strawberry on top of the whip cream dollop.

Noelle blinked. _Sure, help yourself. It's not like I wanted to eat that...or anything._

Erza stuck the fork in her mouth and smile, real kid like, and incredibly cutely - something Noelle didn't know possible for a woman of her stature. Erza pulled the fork out of her mouth with _'plop'_ , and rested it against the place.

"It's nice to meet you. My name is Erza Scarlet." She smiled, and reached her hand out.

Noelle relaxed a bit and placed her hand in Erza's. "It's nice to meet you as well, Erza. My name is Noelle, Noelle Yuletide." Noelle said, smiling herself.

Erza's grip tightened and her eyes widened. Noelle's eyes widened and she flinched. The anxious feeling she had grown used to bubbled in her stomach as her hands started to sweat. Did...did she say something wrong? Noelle's heart was beating fast as she looked from their locked hands to Erza's wide, emotional eyes. Noelle didn't know if what she was seeing was shock, pity, anger, sadness, or all three. But she knew that she didn't like that look.

"E-Erza?" Noelle said in a small voice. "You're hurting my hand."

 _"You look just like him."_

The world around Noelle slowed down. Her eyes widened, her heart picked up pace, and her stomach twisted into knots. "W-what?" she meekly whispered. "What did you just say?"

"I-I'm sorry. I just remembered something. I have to go. My apologies." Erza said bowing. She then quickly left the guild, but Noelle wasn't about to let her get away and quickly gave chase after her.

* * *

"Erza, please wait!" Noelle cried. She had been chasing Erza down for over twenty minutes. Erza seemed very determined to get away from her; but Noelle was even more determined to get answers. Finally, the redhead seemed to cave, and reluctantly stopped and allowed Noelle to catch up to her; there a haunting look to her eyes, and sadness that Noelle knew all to well.

"If you really want to talk, then let's do it in private." Erza said, quickly putting her guard back up.

"Yeah, sure. We can go back to my Lucy and I's apartment." Noelle said, and lead the way there.

* * *

"Here, I made some fresh lemonade this morning before going to the guild. Unfortunately, I don't have any cake to offer. Lucy has a bit of a sweet tooth, so they don't last long."

Noelle and Erza were sitting down at the table placed in the center of the room. She had poured Erza a glass of lemonade, and told the redhead to make herself comfortable. Noelle had a strong feeling this conversation would be anything but comfortable.

"Thank you." Erza said as she took the glass. She was refusing to make eye contact, but Noelle didn't mind. She was already uncomfortable - even in her own home. "What is it you would like to know?"

Noelle breath in and out, and folded her hands in her lap. "Back at the guild...you said I remind you of someone. You said I looked just like him...what did you mean by that?" Noelle asked, tightening, and tightening her fists.

There was only one person in the world who looked like Noelle(other than Mirajane similar features), and that was Noelle's older brother, Nicholai. Noelle and her brother had been very close before the invasion separated them; it's been years since she last seen him, and she misses him so much. There isn't a day that goes by where she doesn't think of her big brother. She often wonders how he's doing, and if he's okay...and if he misses her as much as she misses him.

Noelle could already feel the tears prickling in her eyes; Erza hadn't even spoke yet.

Erza felt pity for Noelle. She knew without a doubt that the boy she was referring to had to be Noelle's brother; they looked almost exactly alike, and shared the same last name. And Nicholai was always telling her about his younger sister he had, he had said her name was Noelle, and that he was looking forward to seeing her again. But that was many years ago, and Erza didn't even know if he was still alive or not. She didn't know the fate of any of her friends...

Erza sighed and bobbed her head. "I knew Nicholai very well." she spoke somberly. "He was a very close friend of mine."

Noelle's heart clenched painfully. "You knew Nicholai?" She rasped. "W-where is he?! Where's my brother?!" Noelle shouted. "Tell me, Erza! Where is Nicholai? I-I I've spent so many years looking for him. They took him away from me...but I haven't stopped searching for him!" Noelle felt joy tear at her heart hearing that it was her brother that Erza knew. But her expression, if what made her heart sink into her chest.

Erza's heart broke seeing the tears flood down Noelle's face. How was she supposed to tell her? How was she supposed to tell her that her brother had lived his life as a slave? That he had been a subject of torment and abuse, and that she didn't even know if he was alive or not. How could she look the little sister of her dear friend in the eye and tell her he was ok...when she didn't even know that herself?

But somehow, somehow she did. She told her everything she knew. And she held her. She held her as she cried, and blamed herself, and cursed the day he was taken from her. She held onto her and listened to her cry, and cried with her; she too missed Nicholai, the boy who looked after her like a younger sister. The boy who always pushed through the darkness with his optimism. The boy, who used to talk so lovingly of his little sister, and how he longed to see her again.

Erza stayed with Noelle until Lucy came home, where the blonde took over with comforting her friend, as her Erza went to her own home and cried her sorrows away.

 _She too wished to see him again._

* * *

 **End Note:** Man, things just keep getting worse and worse for Noelle, don't they? How many of you thought I was going to scrap Nicholai? I couldn't do that. He's been a part of every rewrite, and he's as precious to me as Noelle is. But Nicholai has been through a lot, and his story is very different this time around. Yes, he was taken prisoner and forced to work on the Tower of Heaven. Yes, he was friends with Erza and Jellal, and the others. Will Noelle find him at the Tower of Heaven when the times comes? Well, we'll just have to see, won't we?

Will Nicholai be paired with Erza? No. They are just really close. I have someone else I'll be pairing Nicholai with, but I won't tell you who. Well, unless you like the thought of them paired together. But that's something you'll have to tell me, because I can go either way; as I love Jerza.

Do you not like reading about characters having real emotions and feelings?! Well then, this story is not for you! Because it has a lot - like a shit ton.

It's an all around feels trip here, kiddies.

I would also like to point out that chapters are going to be a bit shorter, to medium ranged. It will usually be the Arcs that have the longer chapters. This way, I can get more out, and I'm not over-stressing myself.


	5. Fairies in The Wind

**Author's Note:** Before we dive into the story again; I just wanted to say thank you so much to everyone who sent their support my way. It's been rough with my grandma being sick, but she's doing much, much better! She still currently doing therapy in the nursing home, but she'll be able to come home within the week. I'm so happy! My grandma is one hell of a tough woman who's been through so much in her life and has always come out so strong; I aim to be like her. I'm sorry for not being able to reply to any of the message you all sent me in. I was busy with, but as I said, I greatly appreciate them all; some of them may have made me cry, lol.

I thought the best way to start writing again would be to update Heart of Ice :)

 **Summary:** She once believed that like her magic, her heart was made of ice. That no matter what she did, she could never un-thaw it. A chance encounter with a blonde-haired girl leads her on a adventure she never dreamed possible. From joining a crazy guild, to rekindling an old friendship, and a second chance at romance; for the first time, in a long time, she believes her heart can be thawed.

 **Disclaimer:** I do not own Fairy. The only thing I own are my characters, and my characters alone.

 **Cover Art** : Rebecca0105 on DeviantArt,

 **A message to Hiro:** Hiro, I'm going to need you to stop breaking my heart, and leave my babies alone! Just let them be a bunch of rambunctious angels again!

* * *

 **Chapter Five:** Fairies in the Wind

"I can't believe you dragged me here for this..."

Noelle and Lucy sat together on a bench at the Magnolia train station. Noelle had been dragged out of her and Lucy's apartment in the early morning to go on a job that she knew absolutely nothing about. Noelle wasn't exactly thrilled to be going. She would have preferred to ease herself back into this line of work. But Lucy's lack of patience won the battle, unfortunately.

"Lucy, tell me again why I have to come along with you on this job? Technically, I wasn't even invited."

Lucy sighed. "Mirajane asked me to come and keep Gray and Natsu from fighting." she frowned. "And there's no way I'll be able to do that on my own." Lucy said with a sheepish grin. "I figured between you and I, we'd definitely be able to keep them from fighting." She smiled softly, petting Plue who was in her lap.

Noelle glanced at Gray and Natsu who were locking horns. "So far, your plan is a failure." Noelle said with a teasing smile. "But it's fine. I'll live - somehow."

Marlow was watching the two fight from the top of Noelle's head with a cruel smile. "Which one of them do you think bleeds more?"

Noelle sweat dropped. "Marlow, I think it's time we get you some therapy." Noelle smirked when she heard him hiss lowly.

Lucy and Noelle talked quietly among one another, watching the boys fight as they waited for Erza to arrive. The conversation from the previous night had Noelle slightly on edge; but she decided to stow away her worries for now, and just focus on the job they would be doing - whatever it may be.

Noelle knew Erza arrived when she heard Marlow's excited gasp. The wintertte had to resist an eye-roll as she stood up to greet the redheaded warrior; as Marlow seen her.

"Sorry I'm late. Have you been waiting long?" Erza asked as she approached the two. Her eyes widened slightly at the sight of Noelle, but when she seen her smile, she relaxed herself.

Gray and Natsu had immediately "buddied" up when they seen Erza. Noelle couldn't hold her laugh in. It was funny to her to see two of Fairy Tail's strongest members cower at the sight of a woman. Though, Erza was pretty intimidating; in fact, Noelle herself was a little afraid of the wizard.

"it's time to go good buddy!" Gray said with a forced smile.

"Aye haha!"

"One Happy is enough." Lucy sighed.

Erza smirked at them. "Good, I really love to see the two of you getting along. And what is your name?" She said to Lucy with a kind smile. "I believe I saw you at the guild yesterday."

"My name is Lucy and I just joined Fairy Tail. Mira asked me to come along with you guys so I could learn a thing or two. I hope that's ok with you." Lucy said returning her smile.

"The more the merrier." Erza said. "I'm Erza. Wait, you're the girl I heard about." She glanced back at Gray and Natsu to make sure they were behaving. "I was told you defeated a mercenary gorilla using only your pinkie finger. It'll be great to have a wizard like you on board. Thanks for your help."

Noelle and Marlow choked on laughter. They both envisioned Lucy wrestling a gorilla to the ground, their faces tuning red form how hard they were laughing. Noelle stopped when Lucy shot her a glare and sheepishly apologized.

"O-o-oh no it's my pleasure!" Lucy laughed waving her hand dismissively.

Natsu's voice suddenly cut through their conversation. "Hey Erza! I'll come with, but only on one condition.

Noelle cocked a brow and pulled Marlow close to her. "Uh-oh. This can't be good."

"Oh?" Erza answered. "Well then, let's hear it."

Natsu's face lit up in a grin and he eagerly clenched his fists. "I want a rematch when we get back to Fairy Tail!" the other shared horrified looks, all except for Marlow, who was vibrating with excitement in Noelle's arms. "I'm a lot stronger than I was last time. This time, it will be way different; 'cause I'm gonna beat you."

Erza cracked a smile at his announcement. "Yes, I can tell you've improved." She said. "As to whether or not you can beat me, I suppose we'll have to see. I accept your challenge." Erza declared.

"YEAH! I'M FIRED UP!" Natsu yelled and launched a stream of fire into the air.

"She's going to obliterate him!" Marlow giggled devilishly.

"You're such a fanboy." Noelle sighed.

* * *

 _"Lucy...I'm...going...to kill you...blergh!"_

Lucy sweat dropped looking down at Noelle's extra pale face, and bleak eyes. As soon as the train had begun to roll she had slumped against her shoulder and fought down the urge to throw up. Lucy had protested at first, but one glare from Noelle had her sighing and gently petting her hair in a comforting manner.

"I swear you're totally pathetic Natsu." Gray glared at the pinkette. "One minute you're picking a fight; and the next you're like this."Gray grumbled having been forced to sit next to Natsu, who was in no better condition than Noelle.

"It's gotta be rough on you guys." Lucy frowned. "Poor Natsu." she frowned at him. She looked down at Noelle who was curled into a ball with her eyes squeezed shut, taking slow breaths in and out.

"Don't worry; he'll be fine. Come here and sit me with, Natsu." Erza said as she patted the seat next to her. Natsu, in his zombie-like state, obeyed. "Now just relax." Erza soothingly said before ramming her metal-coated fist into Natsu's gut, knocking him out cold. "There, that should make the trip a little easier on him."

"You ok Noelle?" Lucy chuckled down at Noelle who's face was twisted in horror.

Noelle, fearing the same treatment as Natsu, forced herself to sit up while biting down vomit as she brought her knees up to her chest, and draped her arms over them. She took breath out and in; she found herself relaxing as the odd mixture of cologne, mixed with mint, and a dash of winter, filled her with a comforting warmth. She looked peak over at Gray who was sitting on the other side of Lucy, boredly looking out the window. Though, he must have caught her reflection in the window, as he turned a raised a brow, waiting for some kind of explanation as why she was staring at him.

Noelle's face reddened a bit as she turned away. "You smell." she said, a small smirk toying a her lips.

Gray rolled his eyes at her, though there no ill intent behind it. Gray decided it was time they get some answers from Erza as the silence was starting to bother him.

"Erza, I think it's about time you started filling us in. What kind of mission are we going on here?"

Noelle was curious as well. She remembered hearing Erza say the mission was dangerous; but she wouldn't tell them anything more than that.

Erza sighed and nodded. "I have reason to believe the Dark Guild Eisenwald is planning something big. I'm not sure what exactly, but I'm pretty sure it has something to do with a magic item called Lullaby."

"Lullaby?" Lucy and Gray glanced at each other. Noelle had never heard of the item before.

"Wait, that thing from before?" Lucy asked Gray. She began to explain about how they had a run in with some of their members before when they tried to eat Happy. Happy cringed at the memory and Marlow questioned whether cat meat tasted like fish, receiving odd stares from everyone.

Gray crossed his leg over the other and folded his arms over his chest. "I'm not sure if they were part of Eisenwald, but they did mention Lullaby."

"Sounds like they were members who dropped out of the guild and went into hiding." Erza said. "Perhaps they wanted no part of whatever was coming."

Noelle frowned. _'This thing is so bad that it even scares dark wizards?'_

"I'm only hypothesizing, but whoever you saw dragging off Happy's kidnappers that day must have been from Eisenwald. It's obvious that they didn't want their plans getting out."

"What do you think they're going to try?" Lucy asked.

"Let me start from the beginning." Erza said as her eyes closed in thought. "I was heading home after completing a job. I stopped by a pub in Onibus, that I knew was a local pub for gathering wizards..."

Erza then went on to explain how she overheard the members of Eisenwald bragging about Lullaby.

"Lullaby? That's like something you sing to kids to get them to sleep." Lucy frowned.

Erza nodded. "And the fact that it had been sealed away means it must contain powerful magic."

"You sure the guys you seen at the pub were with Eisenwald?" Gray asked.

"Yes." she nodded. "I can't believe I was such a fool that day." her eyes narrowed dangerously at them. "I didn't recognize his name; Erigor, the ace of Eisenwald. He only accepts assassination requests, which is how he's earned the name, Erigor the Reaper."

Marlow's eyes connected with Noelle, who was looking ahead blankly. He could only imagine her thoughts as her eyes narrowed, and her fists shook ever so slightly.

"When the Council outlawed assassination requests, Eisenwald decided that money was more important than the rules; as a result, they were kicked out of the wizards league six years ago. But that didn't stop them. They've disobeyed orders, and remain active to this day." Erza finished solemnly.

Lucy began to sweat and shake in her seat. "O-ok I should be heading back home now.." She said clearly nervous. Noelle sighed, and patted Lucy's leg in an attempt to comfort her.

"Lucy's slimy all of a sudden!" Happy yelled.

"It's sweat!"

"It wouldn't be the grossest thing about Lucy." Marlow chuckled and ignored the glare Lucy was giving him.

Erza growled and slammed her fist down on Natsu's head. Noelle cringed at the sight.

"How could I have been so careless!? If only I had recognized Erigor's name that day; I could have pulverized them! I have forced them to reveal their scheme to me!"

"She's scaring me!"

"She's so cool!"

Were Lucy and Marlow's responses, respectively.

"So if I got this...Eisenwald's planning to do something with this Lullaby and you want to stop him? Because of what your overheard you're sure it's going to be something bad?" Gray asked.

"That's correct." Erza nodded. "And I'm not foolish enough to believe that I can take on an entire magical guild by myself. That's why I asked you and Natsu for your help. We're storming the Eisenwald Guild."

"Sounds like a plan to me." Gray smirked

Noelle grunted and brushed a piece of hair out of her face. "Count me in." Noelle said in a calm, but acidic tone. Dark guilds disgusted her. She'd spare no mercy towards those of Eisenwald; people like them didn't deserve mercy.

Marlow's eye twinkled up at Noelle. "You're finally getting serious!" He grinned excitedly.

"I shouldn't have come along!" Lucy whined.

"Ew! Now you're super slimy!"

 _"I told you it's sweat!"_

* * *

By the time lunch rolled around, Noelle was feeling a bit more better; though the same couldn't be said for Natsu, who was still passed out on the floor. Noelle sat with her head pressed to lucy's shoulder as the blonde quiet ate her lunch. Noelle was slightly envious since she hadn't gotten a chance to eat yet, but there was no way she was about to try, knowing full well it would come right back up.

"Mmm! This cake is so yummy!" Marlow moaned, chowing down on a piece of lemon cake; Noelle's favorite. Noelle stared hungrily at the fat, red, strawberry atop the whip cream dollop; it was practically calling her name. Noelle, turned away from the tempting treat and sighed. Marlow giggled at her expressing and plopped the strawberry in his mouth without hesitation. "Juicy!~"

 _'Stupid fleabag.'_

Lucy sighed, not having missed the little interaction between her two companions. Shaking her head, she smiled kindly at Erza who was nibbling on a slice of strawberry cake. "If you don't mind me asking; what kind of magic do you practice, Erza?"

"That's a good question." Erza said swallowing the last of her cake.

"Erza's magic is reaaalllyyy pretty." Happy giggled and played with his fish. "She makes her enemies bleed. A lot." he finished in a creepy tone.

"Really?!" Marlow asked with twinkling eyes. "Can you demonstrate on Lucy?!"

"I don't know if I'd call that pretty..." Lucy mumbled as she pulled Plue closer to her chest, and glared icily at Marlow.

"Personally, I think Gray's magic is much more beautiful than mine."

Noelle smiled. She agreed that Ice-Make magic was very pretty; though Gray's couldn't hold a candle to Ur's. Noelle can still remember that feeling of awe she had when she seen Ur's beautiful, purple ice for the first time. It had left her breathless, and was the final push she needed to begin learning under Ur.

"You mean like this?" Gray asks crafting a small ice figure of the Fairy Tail guild mark. "I use Ice Magic." he said and crushed the figurine.

Noelle frowned. She wouldn't have minded eating that.

"Oh! Now I see why you and Natsu don't get along." Lucy snapped her fingers in a _'Aha!'_ manner. "He's fire and you're ice; talk about not mixing very well." she laughed.

"I never thought about that." Erza smirked.

"No I just hate his guts." Gray said dismissively.

Noelle snorted and shook her head. _'You haven't changed one bit, Gray.'_

* * *

 _ **Onibus Station**_

Noelle stumbled on the train and breathed a sigh of relief. "Finally! I don't think there's anything I hate more in the world than trains." Noelle smiled and stretched her achy muscles. She felt a lot better now that she was off the death machine.

"What about _boats_?" Marlow asked. He was sitting on Noelle's shoulder with a twisted grin.

Noelle's face turned a sickly shade of green, and sweat dribbled down her neck. "Don't even get me started.." she grumbled quietly. Boats were the most evil form of transportation.

Once everyone was off the train(It took a while because of Erza's luggage) they began heading towards their next destination. Noelle walked in step beside Lucy with her hands folded behind her back, and Marlow nestled down in her hair. The walk was quiet, but the good kind of quiet; peaceful.

"You really think the Eisenwald guys are still going to be in this town?" Gray asked breaking the silence.

"I have no idea." Erza said. "That's what we're here to find out."

Lucy was becoming more and more nervous the closer they got to Eisenwald. The blond has sweat forming on her skin, and her hands were shaking ever so slightly.

"I'm still thinking that maybe I should go home..."

"Be our guest." Marlow snorted. "You won't be missed."

"Hush you!" Noelle flicked the tabby's head, pulling her finger back before her could sink his fangs into it. She slung an arm around Lucy's shoulder and gave a bright smile, trying to calm her nerves.

"You worry too much, Lu. It's going to be fine; you've got me with you. And I won't let anything bad happen to you." Blue eyes locked with brown, and a reassuring squeeze was pressed to Lucy's shoulder. "I promise." Noelle said with a calm smile, but her eyes held nothing but seriousness.

"Thanks, Noelle." Lucy finally smiled back. She knew she could trust Noelle.

"Hold on.." Happy said as he got everyone's attention. "Where's Natsu?"

The group suddenly paled and realization seemed to dawn on everyone.

Noelle sweat dropped. "We left Natsu on the train..." guilt washed over Noelle. She couldn't even begin to imagine what Natsu was feeling at the moment, having to ride that death machine not once, but twice.

"I was so busy taling about him, that I forgot about him; I'm such a fool!" Erza scowled and turned to the group. "Natsu hates all forms of transportation." It was clear that she was worried about their pink-haired companion. "This is all my fault. I need one of you to come and hit me for my penance!"

"I'll pass." Noelle deadpanned.

Marlow pouted. "You're such a coward."

Noelle glared codly at Marlow. _'You only want to see a fight, jerk.'_

* * *

 _"What do you think you're doing lady!? You can't pull the emergency lever without permission!"_

 _"it's for our comrade. Please understand."_

 _"Are you kidding me?!"_

 _"Now, I would like you to take our luggage to the hotel."_

 _"Do I look like a bell hop!?"_

Noelle felt pity for the bell hop. How was he to know that he was standing before Fairy Tail's strongest female wizard? And that she was a bit insane. Noelle shook her head, knowing it wouldn't end well for him as Erza continued to "negotiate".

Marlow's eyes were twinkling and he had a lovesick gaze on his dumb, adorable face. "She's so cool!"

"Tch, whatever." Noelle grumbled, feeling just a tinge of jealously.

"I'm starting to realize that all the wizards in Fairy Tail are a little insane.." Lucy sighed.

"Well not all of us."

Noelle smirked towards Gray, her blue eyes glancing down. "Oh yeah? Then where did your pants go?" she only sighed when Gray looked less than concerned that his pants were missing. "I can't believe you haven't broken that stupid habit yet."

"You used to be no different than me!" Gray glared at her. "In fact, you were worse a lot worse! Ur hand to hold your hand when we went out in public to keep your from stripping down to your birthday suite!"

Noelle's face burned brightly. "Yeah but I outgrew that stupid phase! What's your excuse, Fullbuster?!"

"You wanna go, Yuletide?!"

Luxy blinked watching the two go at each others throats. They were getting along well earlier; what happened? Lucy tilted her head to the side as Erza approached the arguing wizards, and slammed their heads together. She sweat dropped as the two crumbled tot he ground with tears leaking from their eyes.

Marlow and Happy were off to the side giggling like children up to no good.

"This is not time to be arguing!" Erza scolded. "We need to retrieve Natsu immediately! Understood?"

 _"Aye..."_ the fallen wizards croaked.

Lucy sighed. _'I really should have stayed home...'_

* * *

 _"Lucy...kill...me...blergh..."_

The winterette groaned loudly and pitifully as she leaned against Lucy for support. From one death machine, to the next; they hadn't even been of the train a full ten minutes, before Erza was herding them into a magic mobile, driving like a complete mad woman.

Noelle hung her head out the window and clutched the door as if her life depended on it. Her vision was hazy and the feeling of wanting to throw her guts up lingered in the back of her throat.

Lucy patted her back but kept a safe distance away in case the wizard decided to spew chunks. All the while Gray held onto the roof of the vehicle for dear life..

"Natsu!" Lucy suddenly yelled.

Noelle looked back in time to see Natsu come crashing of of the trains window, slam into gray, and throw him off the vehicle. Noelle narrowed her eyes. There was no way that Natsu threw himself on the train like that; so who had? Any thought Noelle might of have was quickly pushed away as she hurled out the side of the window.

Erza slammed the mobile to a stop and Noelle stumbled out of the car. "I hate this job..." she groaned and fell onto her butt with her knees to her chest.

Marlow hovered above her and frowned. "You're pathetic." he said. But, this was his own special way of asking if she was ok; kinda.

Noelle stuck a thumb up and weakly nodded her head.

"That hurt you idiot!" Gray yelled and jumped to his feet.

"Shut up you icy freak! How come you guys left me on the train!?" He then seen Noelle and pointed at her. "And you remembered her! What's up with that!?"

Noelle scowled and stood up on her wobbly legs.

"Don't get mad at me you fire eating freak!"

"You wanna go pasty skin!?"

"You never learn, do you volcano breath!"

"Fight, fight, fight!" Marlow and Happy chanted.

Erza broke up the two's fight and bowed to Natsu. "I'm just thankful you weren't badly injured. I apologize, Natsu." Erza said slamming his head against her chest plate. Noelle smirked.

"Well, I am shaken up pretty bad. I got attacked by some weirdo on the train." Natsu sighed and scratched his head.

"I knew something was up when you came flying out of the train." Noelle frowned.

"I think he's the one who dragged away the guys who were going to eat Happy. I think he said he was with Eisenwald."

Before Natsu knew what was happening, he was being punched in the face by Erza; hard. Marlow whistles as he flew through the air and landed in a heap o the ground.

"You fool! That is exactly who we are chasing after on this mission! Why did you let them get away!?" Erza screamed at him.

"This is the first I've heard about it!"

"I explained everything on the train. You should listen to when people talk to you!"

"She already forgot that she knocked him out, didn't she?" Lucy sighed. "This woman is unbelievable."

"That's Erza for you!" Happy chirped.

"Just be thankful it's not you." Gray said with a sweat drop.

"Yeah, no kidding." Noelle grimaced. She could still feel the knot on her head from Erza's earlier assault.

 _'Note to self: Never, ever, get on Erza's bad side; again. It will end in pain.'_

* * *

 **End Note:**

 **Huzzah! An update after so long! Man, life has been a bitch. I appreciate you all being so patient with me during this time; it really means a lot.**

 **Hopefully I'll be able to get updates out more, since I don't have much going on at the moment. Well, at least until the holidays hit; but I plan on doing something special for those.**

 **Editng on this chapter was a bit rushed. Forgive my sloppiness.**


	6. Eisenwald

**A/N:**

It's been a while, but here's a new chapter. I guess I just kinda got bored of Fairy Tail. Well, that's not entirely true; I'm very invested in the manga, and what's happening currently, as opposed to what has happened in the past. I still work on this story alongside my others ones. It's just harder now since rewatching all the older episodes feels like a chore that has to be done, rather than doing it for fun. And the Eisenwald Arc is absolutely tedious for me to write because it's so damn boring; but it's essential to write, as it's their first mission together, and the introduction arc to one of my own characters; Duane.

 **Post Edit:** Life has been incredibly hard at the moment guys. Recently, we've gotten news that my grandma has lung cancer, but currently we are seeking a second opinion, as many things do not add up, and she seems to be doing well, no different than normaly. But, she does have to be on a bypapp at all times. It's...stressful. But I know my grandma is a strong woman and has overcome everything that been thrown her ways; multiple surgeries, colon cancer, etc. It's hard though to stay upbeat as she currently has to reside in a nursing home and isn't allowed to come home, at all. So life has been...really rough. I'm very stressed and exhausted emotionally. I really thought that this year was going to be better, but it seems that I was wrong.

Life always seems to find some way to bring me down.

* * *

 **Chapter Six:** Noelle Vs. Duane! The Battle Begins!

The group of wizards were racing through the Oshibana Station in hopes of coming in contact with Erigor and the Eisenwald Guild.

"A small army unit stormed in earlier but has yet to return," Erza was telling them as they ran. "I'm guessing they've been caught up in battle with the Eisenwald forces."

Their running came to a slow as they came across the unconscious(Noelle prayed they were unconscious) bodies of the army. Noelle knew that a small group like that would have never been able to stand face against a dark guild like Erigor; not many could.

"They were up against an entire guild of wizards. A small contingent of people like this would never stand a chance against such a powerful group." Erza said to them.

A deep chuckle rippled through the air causing the Fairy Tail wizards to halt. "Welcome," the voice of a man rang out to them. "Step in our parlor Fairy Tail flies."

Before them stood none of than the entirety of Eisenwald, and their leader; Erigor the Reaper.

Noelle glared at the silver haired man.

"T-there's so many of them!" Lucy whimpered and took a step back.

"You fiend!" Erza yelled. "I take it you're Erigor?" her eyes narrowed dangerously.

Lucy dropped to her knees and tried to shake Natsu awake. "Come on Natsu we need you!" the blonde desperately pleaded to the unconscious male.

"Good luck," Happy sighed. "Between a train, a magic mobile, and your shaking; it's a motion sickness triple combo!"

 _"I'm not a vehicle!"_

"Hey you," A voice cut through Lucy's yelling. "It's your fault I got in trouble with Erigor. Get up!"

Natsu stirred awake and blinked. "I know that voice.." he whispered.

"We're not threatened by any of you! Tell me what you're planning to do with Lullaby!" Erza demanded.

"Oh? You haven't heard yet," Erigor chuckled and flew into the air. "What do all train stations have?"

Noelle's eyes narrowed. _"He uses Wind Magic. That could lead to trouble for us."_

Noelle watched as Erigor landed on top of one of the stations speakers. Her eyes narrowed dangerously. They wouldn't dare do something like that, would they? Noelle almost laughed at herself. Of course they would; they're a dark guild. The lives of others is no concern to them.

"You plan to broadcast the Lullaby's song!?" Erza was beginning to lose patience, but who could blame her? Countless lives were on the line and it was all riding on their shoulders.

Erigor laughed and leaned forward with a grim smirk.

"Thousands of nosy on-lookers have flocked to this station to get a glimpse of the action," He gave a deadly smirk as a wicked gleam crossed his eyes. "Who knows, if I raise the volume loud enough, I may be able to extinguish the entire city with my melody of death!"

"What reason do you have to commit such a heinous crime against the innocent people of this town!?" Erza yelled at him.

Noelle scowled and clehcned her fist.

"They don't need a reason. They're a dark guild, they act without reason. The lives of others don't concern them as long as the end result is them getting what they want, even if that means killing. There's no point trying to negotiate with them; they won't listen. They never listen."

Red flash before her eyes, and the screams for help echoed throughout her ears. The vision of bodies, mangled, and splattered with blood, dancer around her mind; the smell of smoke clung heavily to the air, mixed with the aroma of burnt flesh and death. The sound of a young girl crying for her friends and family...

Noelle's breathing was shaky and her nails were embedded into the flesh of her skin. Her fangs dug down into her cheeks filling her mouth with the metallic taste of blood that she quickly swallowed down. She shook her head and took a minute to collect herself.

She wouldn't allow those thoughts to plague her mind; not at a time like this.

Gray studied Noelle from the corner of his eye. Her eyes were practically black and her body was stiff as a board, and her voice trembled with bitterness and hatred with every word she spoke. Her lips began to quiver and her shoulders shook; she was trying not to cry.

He wanted to comforted his old friend, and he would have, had Lucy not beat him to it. Lucy had quickly rushed to the wizards side and cupped the side of her face, worry evident on her own. "It's okay Noelle," Lucy spoke in a calm, steady voice. "I'm here. No one's going to hurt you, I promise."

The Dragon Slayer breathed in and out and nodded to her friend who gently released the hold on her face. Noelle silently cursed herself for letting her emotions become so unstable. All that time she spent fighting to keep them intact was beginning to crumble, and it unsettled her.

"I'm fine, Lucy," Noelle said firmly. "We have bigger issues at hand." Noelle glared at Erigor who was still ranting on about his plans.

Lucy seemed to believe her, but Gray didn't. He knew she was hiding something from them, but what, he didn't know. Noelle has always had secrets; even way back then. One day, he would learn what was causing her so much pain and anguish; but that day was not today.

In her distraction Noelle had noticed the shadowed hands the raced across the floor towards her and Lucy. It wasn't until she felt herself being pulled against Gray;s chest did she realize what was going on. Noelle's eyes darted to Lucy who was behind Natsu, who had awoken and diminished the shadowed hands with his fire.

Noelle pushed away from Gray and focused on the battle at hand.

"You again!" The Eisenwald member scowled.

Natsu smirked at him. "Eisenwald dude. I knew I recognized that voice."

Lucy smiled, happy to see Natsu back on his feet. "You're back to normal!" she cheered.

Natsu smirked and leaned on Noelle's head. She frowned not liking the feeling of being used like a piece of furniture

"Ah, well, it seems we got ourselves a party here." he said, grinning down at Noelle.

She reluctantly smiled back.

"No! Natsu these are the guys we have to fight!"

Oh Lucy. You're so clueless.

Noelle shook off Natsu's elbow and chuckled. "Like he said," she grinned cracking her knuckles. "It's a party."

Neither Erigor of any of the members seemed bother by the Fairy Tail mages. In fact, they seemed to find the idea that a few puny flies could take on their entire guild downright hilarious! No one could match Eisenwald.

Erigor smirked at them and raised into the air with his scythe resting against his shoulder.

"I leave them to you," Erigor told his men. "Show them the terror of the Dark Guild Eisenwald!" He said and seemingly vanished into thin air.

Erza turned towards the group. "Natsu, Gray, and Noelle; you need to stop him," Erza said in all seriousness. The three shared a look as she continued to speak. "If the three of you work together, not even Erigor the Reaper can defeat you. And so, I'm leaving him in your hands."

Noelle was flattered that Erza was putting so much trust in her, especially considering how new to the guild she was. But perhaps it had more to do with her connection to her brother? Noelle shook her head and gave Erza a firm nod that told her she understand. However, Gray and Natsu didn't seem to be so on bored with the plan, as the two were too busy fighting with one another.

"What did I just say?!" Erza screamed and the two broke apart and immediately ran off. Noelle followed after them with Marlow on her heels.

She smirked back at the little cat.

"I'm surprised that you aren't dying to see Erza in action."

Marlow's body froze and his already big eyes double in size. "See the great Titania Erza in action?!" A giddy smile spread over Marlow's face that was mixed with a twisted expression that only he could do. The cat immediately flew back to the room that Erza and Lucy were fighting in.

Noelle sighed. Why did she go and open her mouth?

* * *

 _Just great. I lost them._

Noelle walked through the halls of the train station with her nerves on the edge. At any minute, one of those weirdos could pop out and attack her. Truthfully, she wasn't too worried about that. She was more worried about what Erza would do to her when she learned that she had left Natsu and Gray to run off on their own.

"Stop right there."

Noelle stopped, alarmed by the soothing, male voice. Stiffly, she turned to meet a pair of golden eyes. The voice belonged to a man who had dark skin, and dark red hair styled in cornrows. She could make out black tattoos that swirled around his body, and could see her wore a pair of golden stud earrings. The mysterious man wore a simple black coat, brown shirt, and dark brown pants with matching boots.

"You," Noelle glared at the man. "You're with Eisenwald, right? Tell me where to find Erigor."

The man tilted is head slightly. "That is neither the concern of you or I," He said in a way that made it seem as though it were obvious. "Prepare yourself for battle, fairy. For I, Duane of Eisenwald, will be your downfall."

Said Duane as he held his open hand out before him.

"Sand Wave"

With a wave of his arm Duane has summoned a massive total wave of sand; it was heading straight for Noelle. The wizard quickly summoned wings upon her back and took to the air, weaving in and out of that sand that followed her every movement. The sand slowly began to overpower her, causing Noelle to shield her eyes with her arms. Piece by piece her wings began to chip away, until she was finally sent plummeting to the ground.

Noelle picked herself back up and glared at Duane. "Just had to be a sand wizard, didn't you?"

Duane cocked his head to the side, frowning slightly. "You can choose to give up now, if you please. There is no sense in fighting a battle that you are destined to lose, correct?"

Noelle scoffed. "Don't count me out just yet. I don't know what you and your little Eisenwald pals are planning, but I'm not going to stand by and let you get away with it, ya hear? People like you...disgust me."

The words dripped like venom from her tongue. Noelle truly, and utterly, loathed dark guilds with a burning passion; all were the same. Selfish, and non-caring of the other people around them - even their own members.

Noelle's fists tightened into a ball, her eyes becoming sharp, and her canines barred; the dragon had been awakened.

"Get ready, _Duane_ , because I, Noelle of _Fairy Tail_ , am going to kick your sorry ass!"

* * *

 **End Note:** The chapter is short, I know, I know, and it's been so long. Forgive me, please. I have a lot on my mind at the minute. Even so, I really wanted to update this story, even if it was a little short.


	7. The Strongest Team

**A/n:** I honestly don't care for this chapter, at all. I feel it could have been better, but I'm just so sick, of the Eisenwald Arc; really sick. I don't really care for the Arc, and only choose to do it to introduce Duane, and establish it as Team Natsu's first mission. Otherwise, I have no reason for it. Anyway, yes the fight with Noelle and Duane is anti-climatic as hell, and really lame; it's supposed to be. It is a tradition that Duane and Noelle will never, ever, have a serious battle.

Maybe one day I'll come back and re-do this chapter.

* * *

 **Chapter Seven:** The Strongest Team

"Sand Wave!"

"Ice Dragon: Diamond Scythe!"

Like before Duane had attacked with a wave of sand, but Noelle was able to easily cut through it like butter using a scythe forged from ice. Noelle rushed forward with a battle cry and swung her scythe at Duane, who did a flip backwards and held out his open palms towards her.

"Sand Canon!" Duane yelled. Multiple balls of condensed, hardened sand fire from the palms of his hand at her, cutting through the air likes bullets. Duane watched with narrowed eyes as Noelle waved in and out of them, leaving them to strike the wall behind her.

Noelle grimaced as the wall began to crumble away. She didn't want to find out what it could do to her.

"Are you beginning to tire?" Duane asked, though there seemed to be no sarcasm in his voice. Noelle sent a glare his way that made him sigh. "Noelle, was it? Truthfully, I do not wish to fight you," Duane tucked his hands within his pockets and looked off to the side. "I am merely acting on Erigor's orders."

"Why?"

"Hm?" Duane looked back at Noelle.

"Why are you taking orders from someone like him?" Noelle glared at him. "What do you get our of killing innocent people?"

Duane stiffened. "Spilling the blood of the innocent is not something I wish to do," Duane said sharply. "Don't peg me as some kind of monster, when you are no better than me."

Noelle's blue eyes hardened. "What the hell is that supposed to mean?" She was nothing like the scum of Eisenwald.

The soothing tone had long left Duane's voice and was replaced a by a cold, bitterness. He scoffed, and trained his golden eyes on her. For a moment, they glared at one another in complete silence. After a minute or so, Duane looked away from her eyes and down at the ground.

"I saw the way you spoke and acted upon the topic of dark guilds," he said. "The tone in your voice, and the movement of your body; you spoke from experience, right?"

Noelle stiffened.

"You have the audacity to berate us, but you are no different, little fly."

Noelle was shaking in anger. "I am nothing like him - like Erigor!" Noelle scowled.

Duane sighed and slumped his shoulders. "And neither am I."

An uncomfortable silence passed over them. Noelle anxiously shifted around. She no longer felt like fighting, and instead was more concerned with finding the others and catching up with Erigor. There were still countless innocent lives at stake; every second mattered.

"This is pointless," Noelle sighed. "Tell me where to find Erigor, now. I don't have anymore time to waste."

Duane frowned. "You're persistent. Fine, I'll tell you."

Noelle inwardly thanked the Gods above. This guy rubbed her in all the wrong places. But, she didn't sense the same kind of hostility she did with the other members of Eisenwald. Perhaps he meant it when he said he wasn't like Erigor. But why would he choose to stay in a guild he disagreed with? The thought brought a frown to her face. She knew better than anyone, that sometimes, you had no other option.

Duane watched Noelle with interest. Was she aware of the faces she made when in thought? She seemed to be the type of person who wore her emotions on her sleeve; it could lead to trouble if she wasn't careful. Duane shrugged. He supposed he shouldn't let it bother him, as she was technically his enemy - despite him bearing no ill feelings towards her, or any of the other Fairy Tail mages.

Duane hummed in thought. Wait, wasn't there something he was forgetting?...oh, that's right.

"Oh," Duane mused catching Noelle's attention. "There's a wind barrier surrounding the station, which means you can't leave," the words casually flowed from his mouth. "Shall we continue to battle or -"

Duane has no time to react as an ice covered fist sent him flying across the room.

"WHY DIDN'T YOU SAY THAT IN THE FIRST PLACE?!"

Duane, who had blood dribbling from his nose, blinked.

"You never asked."

Noelle yelled in frustration and pulled at her hair. "I can't believe this!" had the others figured it out yet? Noelle hoped they were working on a way to break through the barrier. "You!" Noelle pointed a finger at Duane. "How the hell do we get through the barrier?"

"I believe Kageyama is capable of breaking the spell," Duane hummed absently. "But I suppose it's probably too late. I imagine that Erigor has reached Clover by now." He frowned sadly and shook his head. "Such a shame."

"What's in Clover?"

"I believe that's where the Guild Masters are holding their conference." Duane tapped his chin thoughtfully. "So. Shall we continue or...oh." Duane watched Noelle run out of the room with a frown on his face. "Well, this was all quite anti-climatic."

* * *

Noelle had reached the others just in time to find one of Lucy's spirits digging them a way out, though she didn't recognize this one. Natsu and Happy had taken off as soon as they were freed, with Marlow trailing after them. Erza had quickly located their magic mobile and ushered Lucy, Gray, Noelle, and a moping Kageyama, and Duane, who had insisted on coming much to Noelle's displeasure.

"...Er...za...why...kill me...blergh..."

Noelle was slumped against her seat with her hands clutching her stomach. Her face was a sickly green color, and her eyes had gone blank. Why was she being tormented with the death machines?! Lucy gave Noelle a sympathetic look and patted her leg. She knew that this couldn't have been easy on Noelle. The ice wizard groaned and swallowed the bile that threatened to spill out of her mouth. Noelle tried to ignore the gurgling of her stomach and took a steady breath, and tried to calm herself down, but it only made her want to throw up eve more.

Duane's endless questions weren't helping, either. When she had asked why he had bothered coming, he had told her that he was worried about Kageyama, and that he wanted to help the wizards; Noelle believed her just wanted to annoy her some more.

"So tell me...why are you taking me with you?" Kageyama who had been silent up until that point asked.

Noelle glared coldly at him. She didn't trust him.

"Because you obviously need a doctor!" Lucy answered. "And since everyone left here in town, you'll have to see one in Clover," she turned her nose to him. "Try to show some gratitude."

"I don't understand...why are you helping me? We're enemies." Kageyama stared at Lucy with one eye open. "Oh wait. I get it. You're taking me hostage, so you can try and make a deal with Ergior. Well you can forget it...he could care less about me, or any of his men."

Duane sighed. "Kageyama," he spoke somewhat sternly. "These people didn't have to save you. They could have left you to die, but they chose not to," Duane glanced at Kageyama who was glaring at him. "You should be more appreciative of their kindness."

His words surprised Noelle. She hadn't been expecting something like that to come out of the mouth of an Eisenwald member.

Kageyama scoffed at Duane. There was no way he was going to listen to the words of a filthy traitor.

"If you want to die then we can make that happen." Gray said turning his back to Kageyama.

Noelle was surprised by how calm Gray looked. He seemed content watching the moving scenery pass them by.

She envied him.

"There's a whole lot more to this world than life and death, ya know," Gray continued, "You should try to look for the positive. You and your Eisenwald pals."

Duane hummed in agreement. "There is much to this world, and even more that has yet to be seen - so much potential, so many possibilities," Duane's golden eyes looked out the window, watching the world pass him by. "To live a life spent worrying over every moment...isn't much of a life, is it?"

Noelle felt herself tensing up. She scoffed and rested her head against the cool glass of the window.

Duane continued as he seen he had everyone's attention. "I've been a part of Eisenwald for many years now, and during my time the guild has fallen further, and further. It's no longer a guild that I want to associate my name with; it never was." his lips turned downwards and his eyes narrowed the slightest.

Noelle pushed herself up a bit and gave her stomach a moment to rest before speaking. "Why didn't you leave then? You had no other reason to stay. You could have joined another guild."

Duane sighed and toyed with one of the golden buttons stitched to his coat. "I would have loved nothing more than to leave Eisenwald, and join a Legal Guild - but I couldn't. The moment I would have left, Erigor would have seen it as a sign of betrayal, and sent his men after me. It wasn't worth the effort."

Noelle looked at the ground with a frown. "Yeah, I guess that would be a problem, wouldn't it? No one wants to spend their life being hunted, right?"

Gray's brows furrowed watching her face fall. He seen the way the light dimmed her eyes, and noticed how her hand reached to her neck, tentatively caressing the skin.

What was she hiding from them - from him?

Noelle looked up at Duane after a minute with a sad smile. "You don't have to worry much longer, Duane," she said. "Erigor the Reaper is about to meet his end by Natsu, the dragon; he can't control you any longer," Noelle looked at Duane with a twinkle behind her blue eyes, and kind smile on her face. "As of today, you're a free man, Duane."

Duane stared at Noelle in shock. Free? Free from Eisenwald? Free from Erigor? That couldn't be true... _could it_? He's been there for so long, he had lost hope of every leaving it. To be free...what did that even mean? Where did he go from here? Surely, people would hear of his involvement with Eisenwald and turn their backs on him, right? Could he _really_ be free?

Duane didn't know when his body began to shake or when the tears began to fall down his face but he didn't care. It had been years since he last cried, too afraid of being mocked, or punished, for having emotions - for being human. His shoulders shook and his face molded with his hand.

Free.

He was finally free.

No more pain. No more fear. No more Eisenwald. No more Erigor.

There is only Duane.

And he's _finally_ free.

Duane's body tensed as slender arms wrapped around his shoulders and a soft cheek was pressed against his face. He looked to see who was comforting and found Noelle. The wizards eyes were closed, and there was a soft smile on her face, she was quietly humming a tune, even though Duane didn't recognize it, it brought him an odd sense of comfort. He stopped shaking and relaxed in her hold.

Duane took a shaky breath and gently squeezed Noelle's out stretched hand.

"Thank you...Noelle..."

Noelle nodded and silently comforted him. She felt compelled to do so, knowing that they weren't that different. They both had craved freedom, and dreamed for the day it would finally come; Duane's time had come.

Noelle couldn't wait for the day that she was truly free.

* * *

Duane had calmed down shortly after Noelle moved to comfort him. Noelle was currently using him as support, with her head rested against his shoulder, and her arm wrapped around his own, trying desperately not to get sick all over him. Duane didn't seem to mind, and had even rested his head against her own. It seemed odd, knowing they were enemies not too long ago, but the two of them shared a pain that the others would never understand.

Just as everything seemed calmed down the magic mobile suddenly lurched forward. Duane held onto his seat for dear life, Lucy was sent flying forward butt first into Kageyama's face, and Noelle was sent tumbling straight into Gray's lap. His arms curled around her waist on impact and he grunted as she elbowed him in the face.

"...Why...Erza?!..." Noelle gurgled in protest and held onto Gray as if her very life depended on it. "Oh God! Someone make the world stop spi...spinning...please!"

"Calm down," Gray grumbled, "Erza, what happened?" He yelled to the redhead.

"It's okay! Everything's fine now." Erza replied back. She sounded exhausted. Gray frowned knowing she's used up too much of her magical energy.

Noelle calmed herself down and slid out of Gray's lap. "That was...not enjoyable..." she groaned and smacked her head against the window. "I hate everything."

"I'm so sorry!" Lucy frantically apologized to Kageyama.

The shadow mage rubbed his face and scowled. "Could your butt be any bigger!?"

" _Guah!_ Sexual harassment! Kill him Gray and Noelle! He said I had a big butt, and you're not going to sit there and let him get away with it, are ya!?"

Noelle sighed. She just wanted to go home.

* * *

The group had finally located Natsu, Happy, and Marlow, and discovered that he was successful in beating Erigor. Noelle couldn't help but toss a smile Duane's way, who seemed to be in shock that Erigor had actually been defeated.

"I'm proud of you." Erza said while Lucy helped her out of the drivers seat. Her breathing was heavy and there dark bags under her eyes. A clear sign of magic exhaustion.

"Are you going to be okay Erza?" Lucy asked worriedly.

"Yes, don't worry about me." Erza smiled in reply.

"Took you long enough," Marlow frowned and flew into Noelle's arms. "The fight was lame. There was hardly any blood! And not a single bone was broken..."

Noelle sighed and stroked the pouting cats head. "Oh. That's such a shame." Noelle said, barely containing her sarcasm.

"I can't believe you had such a hard time with this guy." Gray said with folded arms and a scowl on his face. Noelle had a feeling he was jealous of Natsu; how adorable.

"I never said that! I took care of him, didn't I?" Natsu grinned proudly.

"I was kinda worried there for a while.." Happy admitted.

"Whatever," Gray scoffed. "You look pretty stupid wearing a scarf when you're half naked."

Noelle's eye twitched. "Well isn't that the pot calling the kettle black.."

Gray frowned at her.

"Like you have room to talk! Hey Lucy, give me you clothes!"

"In your dreams!" Lucy yelled at him making Erza laugh.

"Anyway, well done Natsu. Thanks to you all the Guild Masters will be safe now."

Everyone shared a moment together, finally happy that this whole ordeal was over...that was until Kageyama suddenly snatched Lullaby and took off with the magic mobile.

"KAGE!" Erza screamed at him.

"What do you think you're doing!?" Gray yelled.

"Kageyama don't do this!" Duane pleaded.

"You shouldn't have let you guard down flies!" Kageyama laughed as he sped away with their only source of transportation - not that Noelle _minded_ that part.

"THAT JERK!" Natsu roared.

"This is how he pays us back after saving his life!?" Gray yelled.

"After him!" Erza ordered.

* * *

When they arrived in Clover the group was horrified to find Kageyama and the Master standing not too far apart from one another. Kageyama held the Lullaby in his hands, and the Master had his back to him, his eyes closed tight in concentration.

"There he is!" Gray yelled, ready to jump Kageyama.

"Master!" Erza gasped.

" _Shhh_ we're just about to get to the good part~"

Noelle expected _something_ when turning to face the mysterious voice; but that something was not a fat, bald man, wearing makeup, a pink lowcut top, and pink and purple striped shorts.

"Well aren't you boys yummy~" He - it?! - cooed, teetering Closer to Gray, Duane, and Natsu.

Noelle blanched. "W-What the _holy fuck_ , is that thing?!" Noelle yelled and ducked behind Erza with wide, terrified eyes, and quivering lips. Lucy sighed and patted Noelle on the head with a bead of sweat rolling down her neck.

"Master Bob." Erza said with a smile. It was obvious she wasn't fazed by the...man... _thing_...

"You mean that pink... blob is the Master of Blue Pegasus?!" Noelle couldn't believe it!

 _"Well I can't wait all night young man."_

The Fairy Tail wizards were suddenly drawn to Makarov's voice. Kageyama seemed to hesitate briefly before pressing the flute to his lips. The Fairy Tail mages panicked, but were quickly quieted by a man with blond hair and a spiked choker.

"Can you guys keep it down over there? We're just about to get to the good part."

Noelle was confused, what did he mean? It wasn't until Makarov started to speak did she understand.

"Nothing will change," Makarov suddenly said. "You cannot change the fact that those who are weak will forever remain weak. Now maybe it's just me, but I don't think that's a bad thing. I mean, we humans are weak creatures by nature. Our insecurities are the reasons that guilds even exist, and the reasons we have friends. When we are surrounded by allies it's easier to stay positive about the future. Think of it this way, if we're clumsy then we may stumble and bump into things, but as long as we have faith in our future, we continue marching forward. Our inner strength emerges on its own. But we have to choose that path, and pledge to live our lives to the fullest. Don't let that silly flute get in the way."

Time seemed to slow and the world around them faded in and out, and just as tensions were at their highest, Kageyama dropped the flute and surrendered.

The Fairy Tail mages cheered and rushed down to greet their Master.

"Master!" They chorused.

"W-what? How did you kids wind up in Clover?"

"Master Makarov!" Erza cried slamming his head against her chest plate. "You were words almost moved me to tears."

"Well looks like we got here just in time to see Gramps talk his way out of another one." Gray smirked.

Noelle sighed. She was so relieved. "I'm happy this is finally over. I'm ready for a nap!" She grinned.

Marlow had a pout on his face. "Aw, is it really over already?"

Suddenly, smoke poured from Lullaby and its eye glowed purple. The staff began to speak in a voice that was both male and female, and eerily creepy.

 **"Hahaha! I've grown tired of you cowardly wizards and your antics."** Lullaby chuckled darkly. A giant purple magic circle appeared in the sky above it and a bad feeling filled Noelle's gut. **"I can no longer hold back. I'll shall come forth to devour you myself."**

Lullaby began to change form, it became bigger, taller, more human, stretching high into the skies. Lullaby in its true form was a giant wooden demon with three glowing purple eyes and limbs.

 **"I shall feast upon your pitiful souls!"**

Lucy screamed and jumped back. "Its so big!"

Marlow's eyes widened comically. "Holy...it's so cool looking!"

"What is wrong with you, cat?!" Lucy yelled.

"What is that thing?" Duane narrowed his eyes.

"Erigor never said anything about a monster!" Kageyama added fearfully.

"It must be a demon from the book of Zeref." Goldmine frowned.

Lucy quivered behind Noelle. "W-why did Lullaby turn into a monster?.."

"That's what Lullaby's true form looks like in the flesh. It's forbidden Black Magic: Living Magic," Goldmine answered Lucy. "It's Zeref's specialty."

"Living Magic?" Noelle questioned.

"Who's Zeref?" asked Gray. "Some ancient wizard?"

Noelle remembers hearing that name before. She tapped her chin and thought for a minute. "If I remember correctly, Zeref is the most evil wizard the world has ever known. A wizard that was very powerful in his day."

 **"Now then, which of these delectable souls should I dine on first?"** Lullaby sang tauntingly. The more it talked, the more annoyed Noelle grew.

"Delectable huh? Do you think souls are really that tasty!?" Natsu asked excitedly.

Marlow also wondered how souls would taste. He bet Noelle's would be bitter.

Noelle gave Natsu a deadpanned look. "You fell on your head a lot, didn't you?"

"Natsu and Gray, get everyone to a safe place!" Erza said whipping around. Noelle could tell by her face that now was not the time for arguing.

Natsu did not.

"Quit barking orders!" Nastu told her.

"Yeah you're not the boss of us!" Gray shot back.

"Just do it!" Erza commanded with a glimmer in her eyes. They did so with fear in their eyes.

The army had tried to intervene but one attack from Lullaby sent them running. Lullaby turned its attention back to the Fairy Tail wizards and spoke eerily.

 **"I have no need for those pathetic humans. I prefer the taste of a wizards soul, and I will consume all of yours!"**

Noelle, Gray, Natsu, and Erza all stared the demon down. There was no way in hell they were about to lose to some overgrown branch.

"Oh yeah? I'd like to see you try. Bring it on big guy!" Natsu challenged it.

Lullaby roared into the sky and another magic circle reformed above it. Noelle positioned herself into a fighting stance and waited for the okay from Erzza to cut Lullaby down.

"Ready?" Erza asked as she equipped her swords.

"Oh yeah!" The all replied.

They all charged at Lullaby, splitting off into different directions. Erza was quick to requip into her armor. Erza sliced her blades against Lullaby and flew away as one of its hands swatted at her. This gave Gray an opening to hit Lullaby with his Ice-Make Lance, showering Lullaby with sharp ice that pierced it's wooden skin.

Noelle and Natsu stood at opposite ends of Lullaby with smirks adoring their faces. They both jumped drew their fists back and jumped into the air. Lullaby didn't know which one to focus on.

"Fire Dragon: Iron Fist!"

"Ice Dragon: Diamond Fist!"

Natsu and Noelle cried. The fiery fist of Natsu slammed into Lullaby's right cheek and the icy fist of Noelle slammed into its right. The demon howled in pain, and lashed out at the slayers, who both sprinted out of the way.

"Kick its ass, Noelle!" Marlow cheered excitedly.

Noelle back flipped onto the ground and skid back a few feet. "Just go down you overgrown stump!" Noelle threw her arms out on both sides of her and focused her magic into them. "Ice Dragon: Slicing Blades!" She called her attack and charged at Lullaby as her arm became swords of ice. "Eat this!" She yelled and slashed Lullaby with her make-shift swords.

The monster howled in agony and swatted her away.

Noelle grunted and landed beside Gray. She held her side and winced in pain, she was lucky, it hadn't broke the skin. The citizens behind them were ooing and awing at their magical abilities. Noelle couldn't help but smirk at the praise.

 **"You are making me angry!"** Lullaby roared.

Marlow flew into the air and cuffed his hands over his mouth. "Make firewood out of it!"

They all continued to attack Lullaby at their full strength, but the monster was still standing. Noelle growled and landed back on the ground after blasting Lullaby with her Ice Dragon: Roar attack. Nothing. Just how powerful was this stupid thing? Did they even stand a chance against it? Lullaby, a demon created by Zeref? What chance did they have of beating something so powerful?

 _'Don't start thinking negative now, Noelle. You've got this.'_

Noelle shook away her doubt and focused her attention back on Lullaby. Lullaby had swallowed its magic circle and was preparing to play it's song. Everywhere around them the life began to die; trees, flowers, the grass, everything was quickly dying as Lullaby sucked the life out of them.

 **"Just one note and your souls will be mine!"** Lullaby clapped its hand together and started to play its song, but instead of music, all that came out was short wheezes, that reminded Noelle of a broken flute. **"I don't understand. Why can't I play my melody of death!?"**

"It must be because of all those attacks!" Kageyama yelled.

"How...anti-climatic." Duane said unimpressed.

"They punched so many holes in that thing it totally messed up its sound! All that buildup for this? Talk about about going out with a wimper." Lucy smirked.

"Yeah, flutes are pretty lame to begin with." Happy said.

"You said it." Marlow snickered.

 **"You dare mock me!?"** Lullaby in a fit of rage kicked a mountain to dust. Lullaby's eyes glowed and it exhaled a fiery blast.

Noelle squeaked and ran behind Gray just as he prepared a shield of ice.

"That stupid tree knows fire magic!?" She yelled to the sky.

The feeling of fire was hot on her skin, Noelle pressed herself tightly against the shield and prayed like hell it held out. If that fire was to come anywhere near her it would land her in a world of pain. Suddenly the warmth of the flames began to dimmer and a loud slurping noise filled the air. Noelle sighed and backed away from the ice and the flames faded away.

"It took you long enough Natsu..." she grumbled. "Hey," Noelle poked Gray, "You mind if I take a bite?"

He stared at her for a moment before shrugging. "Go for it."

Noelle grinned and sunk her canines into the ice. The ice glowed brightly and turned to magical energy that she sucked up like a vaccum, she shivered, but not because she was cold, but because she felt the ice flowing through her veins. Gray's ice was odd; it was sweet, and the texture was oddly soft, it was unlike any other ice she had eaten before.

"Interesting..." Noelle whispered and wiped her lips. "Thanks, Gray."

Noelle and Natsu charged at Lullaby and dashed up its arm as it slammed its fists on the ground. **"Stop climbing me!"** the demon roared, annoyed by these pesky flies. Erza requipped into her Black Winged Armor and attacked Lullaby with her swords while Gray attacked from the ground with various Ice-Make spells.

"Natsu!" "Noelle!" Gray and Erza cried.

"Got it!" Noelle flipped onto the ground and landed in a crouch. "Ice Dragon: Spike Trap!" she called out her attack, a vibrant blue magic circled formed beneath Lullaby. Noelle smirked and slammed the palms of her hands on the ground; a trail of ice raced towards the magic circle and triggered the trap to explode in a trap of upwards jagged ice that sliced through Lullaby's body.

"Now Salamander!" Noelle yelled at Natsu with a smirk on her face.

"Fire Dragon: Brilliant Flame!" The Fire mage yelled, conjuring a giant ball of brilliant red flames that crashed into Lullaby, and turning it into nothing more than a shower of magical particles.

"Finally." Noelle heaved a heavy sigh. "We actually did it."

"Well done." Master Makarov praised them.

"You're amazing~" Bob cooed. A involuntary shiver ran down Noelle's spine.

"You kids made defeating Zeref's demon look easy." Goldmine smirked.

Kageyama and Duane were in awe of the Fairy Tail wizards.

"I can't believe how strong they are." said Kageyama. "Wow. Are all the Fairy Tail wizards as powerful as these four?"

"There's no doubt about it! This is the strongest team." Lucy squealed.

"Aye!" Happy cheered in agreement.

"They could have done better." Marlow shrugged.

Kageyama watched the Fairy Tail wizards celebrate with a smile on his face. "They may be a bunch of fools...but their stronger than I am."

Duane nodded. "It seems we both have a lot to learn."

"Young man~" Bob tapped Kageyama's shoulder, "We've got to get you to a doctor you precious thing~" he said and nuzzled his cheeks against Kage's.

"I can feel your stubble!"

Goldmine chuckled lightly. "I can't say I know what just happened but I'd say we owe a big thanks to the Fairy Tail guild."

"We do?"

"Even so I must say..."

The Fairy Tail wizards suddenly noticed that in the midst of their battle they had obliterated the conference hall. Noelle's jaw dropped at the giant gaping hole in the ground. Had they really caused that much destruction!?

Marlow rolled over on his back laughing hysterically.

"Hahah! We really made a mess of the place, huh!" Natsu laughed, obviously elated by the destruction they caused.

"We're going to be in so much trouble." Lucy cried dramatically. "And we didn't even make any money!"

"You guys trying to catch somebody? I'll do it for ya." Natsu grinned.

 _"You're the one we're after!"_

"Oh. That's right. Hahaha!"

And so the Fairy Tail members fled from Clover as the residents chased them out of the town.

Noelle had a feeling that this was going to be a running theme with these people.


	8. The Cursed Island

**A/n:** I didn't change a whole lot to this chapter from the previous version, since I liked it a lot. It was mostly some dialogue changed, and some extra scenes thrown into the mix. I've got quite a few chapters backed up that I wanna get uploaded.

* * *

 **Chapter Eight:** The Cursed Island

 _A lot had happened since the Fairy Tail members time in Fairy Tail. They had come across a town on their way home and had been forced to eat monster meat, much to their dismay. Natsu had tried to fight Erza but their fight was cut short when she was arrested, though it was just a hoax. And finally Noelle had gotten to meet two other members of the guild; Mystogan, and Laxus._

 _Well, she had only gotten a glimpse of Mystogan before his sleep spell knocked her out, but he smelled very familiar to her, and she could have sworn she heard his voice before. Laxus on the other hand...Laxus made Noelle's skin crawl. Such an arrogant, cocky bastard that one is. He's not the type of person she ever expected to be a part of Fairy Tail. All in all it's been pretty calm, for the most part._

 _But how long with it stay that way?_

* * *

Do you ever wake up feeling as if something is going to go wrong? As if something bad is going to happen, and you can't really explain it. That's how Noelle woke up feeling this very morning. Even with the bad lingering in the back of her mind, Noelle chose to ignore it and focus on the day ahead of her.

She had just finished getting dressed. She was dressed in a dark blue, sleeveless turtleneck dress that hugged her body. She wore a pair of black tights, and over her dress she wore a white vest, with tanned fur. On her feet she wore ankle-high brown boots, with white fur. She had combed out her hair and stuffed it under a light blue beret, with a white, snowflake pattern.

She tapped Marlow against the head and as expected her snapped at her. Noelle rolled her eyes and picked him up by scruff of his fur. He hissed and tried to claw at her, but Noelle held him at a distance and walked him over to their dresser.

Marlow glared at Noelle as he sat on the dresser with his arms stubbornly folded across his chest.

"Oh come on, stop acting like such a drama queen."

Again he hissed at her.

Noelle sighed and picked through Marlow's clothes. She decided on a dark blue jacket with brown fur, paired with a black shirt and dark grey shorts.

Marlow looked at the outfit and turned his nose up.

"If you attack me - you're dead." Noelle glared. "Arms up."

Marlow glared at Noelle for a moment before putting his arms up, the glare still on his face. Noelle still considered it a victory and she pulled the shirt over his head and smoothed it down.

"And now the jacket." She smiled.

Marlow growled lowly, but even so, he let her slip the jacket on.

"And finally, pants."

At this point Marlow snatched the clothing from her and tugged them on.

"You look so cute~" She giggled.

Marlow hissed at her and jumped off the desk. Noelle grinned though, seeing it as a win in her book.

Noelle peaked over at Lucy who was still asleep and smiled. She figured she'd let her sleep instead of waking her up. Noelle scooped up Marlow and stepped outside of her and Lucy's apartment. She hadn't gotten very far, when she was suddenly grabbed from behind, with a hand clamping down over her mouth.

She would have screamed, she would have fought back, if it weren't for the overwhelming smell of ash burning her nose. When she showed no sign of resistance the hand was removed from her mouth and Noelle spat out a hiss towards her assaulter.

"Natsu! What the hell are you doing!?"

"I came to get you! We're going on a job," Natsu grinned and released his hold on Noelle. "You, me, Lucy, Happy, and Marlow!" Natsu grinned, holding up a piece of paper.

Noelle's eyes were immediately drawn to the S-Class stamp on the bottom of the page. "That's an S-Class quest, Natsu. We aren't allowed to go on those, you know better," Noelle rolled her eyes and walked away but Natsu ran after her.

"Come on! We can totally handle an S-Class mission, look at what we did to that giant tree!"

"That wasn't an S-Class mission, Natsu. In fact, that wasn't even an official mission," Noelle sped her walking up. "I don't care what you do but you're not dragging me into it."

"Oh come on! The mission involves going to an island," he grinned, hoping that would persuade her. It didn't. "What are you afraid of?" he frowned.

 _'A lot of things.'_

Noelle sighed.

"If we were to take that mission we risk getting kicked out of the guild, and that's not something I want to happen." Noelle thought about Lucy, and how long she'd been waiting to become a part of this guild. She wasn't willing to risk getting thrown out for Natsu's selfish desires.

"Yeah but if we complete it Gramps will have no choice but to promote us to S-Class! Come on Noelle, live a little!" The Dragon Slayer pouted.

"I don't have any interest in becoming an S-Class wizard." Noelle frowned, and looked away from Natsu.

Noelle's eye twitched. There was no way she was falling for that...even if he _did_ look adorable.

"Stop looking at me like that. I'm not going." he stuck his lip out more. "Knock it off Natsu." his eyes got bigger. "I mean it..." Marlow and Happy joined in.

 _'I can't believe what I'm about to say.'_

"FINE! OKAY! Are you happy!? Stop making those faces, you look dumb," Noelle huffed, her cheeks very pink. "I can't believe I fell for the puppy-dog eyes. What's happened to me?"

Marlow chuckled and snuggled down in her hood. "You've gotten soft."

"Shut it."

"SWEET! S-CLASS HERE I COME!" Natsu cheered loudly.

"But," Noelle held up a finger. "You have to convince Lucy." She smirked and poked Natsu in the chest. "Good luck!"

* * *

Noelle couldn't actually believe that Lucy had agreed to come. They must have bribed her with money; it was her weakness. Noelle hunger her head low as Natsu guided her and Lucy throughout the port, looking for someone, anyone, willing to take them to Galuna Island; everyone denied. They all seemed to be terrified of the island, for some reason.

 _"Galuna Island? I ain't going anywhere near there!"_

 _"What? Haven't you heard? That islands cursed!"_

 _"Go to hell ya brats! Ain't no way in hell I'm going near that island! You can swim for all I care!"_

Noelle didn't mind swimming, she sure as hell wasn't about get in a boat, everyone knows they are the devil of transportation. It really didn't matter because no one seemed to be willing to take them to Galuna Island, or the _"Cursed Island"_ , as everyone else had been calling. A cursed island? Get real. Curses aren't real, it's probably some fisherman tale that got out of hand.

"Hey Mister!" Natsu yelled to a man in a boat, he was wearing a large white coat and a black hat. He gave Natsu a curious glance. "Can you take us to Galuna Island?" Natsu asked hopefully.

"Feel free to say no." Noelle deadpanned.

"Galuna Island?" The mans asks, "Don't know why you'd want to go there, that islands cursed. Not even pirates will go near that place."

Noelle groaned. "There's no such thing as curses! Look, will you take us or not?" she was becoming agitated. She really didn't want to be here, but the more she thought about Natsu and Lucy running off on their own, the more she felt she needed to be here. Natsu isn't exactly...responsibly and Lucy, well, she's not the bravest of wizards, is she? And they're both a bit, well more than a bit, danger prone.

"Looks like we are going to swimming after all!" Natsu said happily, obviously not wanting to get on the boat. Noelle couldn't blame him - she wanted nowhere near that thing either.

"We are not swimming Natsu!" Lucy said.

 _"I found yooooouuu."_

Natsu, Lucy, Noelle, and Happy and Marlow all jumped at the sound of Gray's voice. Noelle was so startled that she teetered backwards and nearly fell into the water, but muscular arms circled around her waist had stopped her from falling. She blushed seeing it had been Gray to save her from the fall.

He did that a lot, didn't he?

"Um, thanks," Noelle wiggled out of his grip and backed away some.

"What are you doing here?!" Natsu demanded, not at all pleased with Gray's sudden appearance.

Gray smirked. "Gramps found out about your hair brained scheme and sent me to bring you back."

"But why?! We're not in danger yet!"

"Yet." Noelle groaned. She just knew this was going to be a disaster.

"If you come back now you might avoid being kicked out of the guild, maybe." Gray said with he same smirk plastered on his face.

"Kicked out!?"

"Calm down Lucy. You aren't going to be kicked out." Noelle said, though she had her doubts. What they were about to do was a serious risk and there would no doubt be a punishment befitting of it.

"I don't care! I'm going on this S-Class quest!" Natsu declared angrily. There was really was no changing his mind.

"Man you're way out your league here! Just come home. When Erza finds out about this she's going to be so angry." Gray said with white eyes and mortified face.

Noelle shivered at the thought of Erza's rage being directed at her. Meanwhile, Marlow was giggling deviously, thinking of all the ways that Erza could maim and torment them.

"Please Gray you gotta save us! We told them it was a bad idea but they forced us to come along!" Happy "cried"

Marlow sniffled and hugged his leg. "Y-yeah! We had no idea it was an S-Class mission, I would have never come if I had known. This is all Noelle's fault!"

"You dirty lying fleabag!"

Natsu smirked. "Whether you like it or not I'm doing this! How else am I going to prove my power to Erza!?"

"Master ordered me to bring you home! I'll drag you back to Fairy Tail if I have to!" Gray yelled as iced formed in his hands, "Don't make me hurt you buddy."

Noelle sighed. "Here we go..."

"I'd like to see you try!" Natsu yelled with fire swirling his hand.

"Excuse me," The man with the boat said, "But are you wizards?" He asked in amazement. "Have you come to lift the curse on the island?"

"Again, there's no such thing as a curse." Noelle sighed.

"You bet we are!" Natsu grinned.

Lucy was more bashful. "Well, yeah..."

"Not gonna happen!" Gray growled

The man stared at them in shock for a moment before pointing to his boat. "Get in."

"What?" Lucy gasped.

"S-Seriously?!" Noelle looked fearfully at the boat. "I think I'd rather not!"

"No way!" Gray yelled. He was very adamant about taking them back to the guild.

Natsu suddenly grinned evilly and delivered a flying kick to Gray's face, knocking him out cold.

"Was that really necessary?" Noelle sweatdropped.

"Are you sure we should bring him with us?" Lucy asked with doubt in her voice.

"Why not? If we don't he'll just run back to the Master and snitch on us."

"Yeah and then the next person they'll send is Erza!" Happy cried.

They all shivered fearfully.

* * *

If there was one thing Noelle detested the most in this world it was boats. She hated boats with a passion. She hated the way they were constantly rocking back and forth, trying to scramble her insides around, and she hated how slow they move.

It had been a while since they left Hargeon and nigh that fallen on them, twisting the sky with shades of black and grey, creating a rather ominous feeling around them.

"Okay now I'm starting to get scared." Lucy whispered in fright. The blondes eye's darted from the thick fog to the dark waters below them. Lucy pouted and subconsciously scooted closer to Natsu, who was lurched over the side of the boat ready puke his guts up.

"Well look on the bright side," Gray said getting their attention. He was currently restrained with a thick rope and wasn't very happy about it, "At least you're not tied up! This is your fault too buddy," He glared at the man. "Why'd you decide to let us on?"

"The name is Bobo and if you must know I used to be a citizen of Galuna Island." Bobo said as he turned to face them. "I had to flee though.. I just couldn't take it it anymore."

"Couldn't take what?" Marlow asked. The little cat was sitting by Noelle, patting her back as she hung of the side of the boat. Her face was a pale green color, masked by her hair framing her face. The ice wizard moan pitifully and ran a hand trough her snowy white hair, trying her best to choke back the vomit that threatened to spill out of her mouth.

Noelle was thankful Marlow was trying to help her instead of teasing her. How long would that last? Not even she knew the answer to that. But she knew to appreciate it while it lasted.

Bobo sighs and clears his throat, most likely to refocus their attention,"I should warn you, tragedy befalls anyone who steps on the island. There's no avoiding it. That is, unless you're able to lift the curse." The group - aside from Noelle and Natsu- gasped as Bobo tossed his cloak aside. The mans arm has been turned into that of a demons! "This vile demons curse.."

"Whoa! Your arm! What happened to it?" Gray asked.

"Is that the curse?" Lucy asked, sadness in her voice.

Bobo answered neither of their questions. "We're almost there. That's Galuna Island." Bobo pointed them to an island in the distance hidden in a cloud of fog. Though, there was a light that shone from the top of it.

"That's weird. Why is the mountain top glowing like that?" Lucy asked.

Their question had went unanswered as the man was no longer on the boat. Noelle widened her eyes and slowly forced herself into a sitting position.

"Where the hell did he go?" She asked, voicing the question on everyone's mind.

"Did he fall off?" Marlow asked looking over the side of the boat. "I can't imagine he would taste very good to the sharks."

Noelle sweatdropped. "Marlow what the hell is wrong with you?"

"It's like he disappeared into thin air!" Happy yelled.

Suddenly the boat started to violently rock back and forth and Noelle picked up a sound that made her heart drop to the bottom of her stomach.

"This cannot be happening!"

"What's that sound?" Lucy asked, unaware of the trouble they were about to be in.

"Uhh Lucy!"

Hearing the terror in Gray's voice Noelle turned and sweatdropped as a giant wave shadowed over them.

"You gotta be kidding me.." She sighed and braced herself for what was to come _'Note to self: Never go on a job with any of these people again.'_

"Now hold on! Everyone don't panic!" Gray yelled.

Noelle sucked in a breath as the wave crashed down on them and sent them flying off the boat. "Just great!" Noelle yelled as she resurfaced. When she looked around she spotted Lucy, Happy, Marlow, and Natsu all holding onto the boat. "At least they're safe," she sighed thankfully. It wasn't until she noticed a certain Ice mage missing did she begin to panic. "Where's Gray!?" she yelled to the others. Marlow, having been the only one to hear here pointed to the water, causing a panic strained looked to fall over her face. "Shit!" she hissed and dove underwater. She immediately began to search for Gray for what felt like an eternity when she finally found him. Gray's eyes were sealed shut and his lips were zipped tight; he was struggling to free himself.

Noelle kicked her feet and swam as fast as she could. When she finally reached him she gently squeezed his shoulder so he wouldn't panic. Gray's eyes snapped open and a look of relief washed over his face. Noelle swam around his back and tugged on the ropes, but they didn't budge. She scowled at Natsu's impeccable knot tying abilities. Noelle's chest was beginning to hurt, but it was nothing compared to what Gray was most likely feeling. Noelle focused her magic into her hand and thought, "Ice Dragon: Frozen Claw!" her hand took the shape of an icy claw and Noelle quickly slashed the ropes away and grabbed Gray from under his arms, quickly swimming to the surface.

Once they breached the surface Noelle let out her breath and coughed violently. "My lungs are on fire." she hissed.

Gray too absorbed the air and coughed up water. "Thank you...Noelle..." he choked out, "I owe you." he leaned his head back against her chest and met her eyes.

Heat rose in Noelle's cheek making her look away quickly. "You don't owe me for saving your life, idiot," she frowned. "You're my friend, as if I'd let you die," Noelle scoffed, feeling a bit insulted. "Besides - you would have done the same for me, right? That's the kind of things friends do." she laughed a bit.

"I guess.." he answered. "Now what?"

Noelle didn't have the answer. Honestly, she hoped the worst was behind them, but that hope was quickly abandoned as another wave washed over them. The only thing Noelle could do was hold onto Gray and hold her breath.

This just proved her points that boats are the Devil's transportation.

* * *

Noelle wasn't sure how long it had been, but after the second wave had hit them, they had all blacked out and somehow awoken on a beach, soaked from their head to their toes. Noelle groaned and rubbed her head, hissing at the dull pain that thumped against her skull. Slowly, she sat up and choked up some water.

"Where...are we?" she whispered, looking around. "Marlow?" She mumbled, spotting an orange blur in the distance, lying face down in the sand. "Marlow!" Noelle yelled running to the cat, and fiercely shaking him, "Hey! Are you okay!? Answer me damn it!"

"Noelle I'm not a maraca, so can you please stop shaking me!" Marlow hissed out.

Noelle sighed and crushed him against her chest. "You had me so worried, idiot."

"You're finally awake. How are you feeling?"

Noelle squinted her eyes at the figure, "Gray," she sighed. "Where are the others?" she tried to stand but ended up falling back down from dizziness. "My head won't stop throbbing." she groaned, rubbing her head.

"They're waiting for us," Gray grabbed Noelle's hand and helped her to her feet, "Better not keep them waiting," he smiled and pulled her along.

Noelle hid her blush behind her hair.

Why did he always make her blush?

* * *

With everyone back together the group decided to over their next course of action. Noelle held Marlow in her arms and was trying her best to pay attention but the throbbing in her head was making it difficult. She sighed, "I regret ever agreeing to this." Noelle glared at Natsu.

"If you hadn't come I probably would be here," Gray kicked at the sand. "So, for what it's worth," he smiled at her. "I'm glad you did." he said with honesty.

Noelle felt butterflies in her stomach. "Y-you're welcome.." she squeaked and spun away from him.

"Looks like we made it you guys!" Natsu yelled bolting to a standing position. He was way too excited considering they just had a near death experience.

"We almost died you freaking moron!" Noelle yelled at him.

"We're lucky that wave washed us ashore." Lucy said ringing out her hair. "Or else we would be goners."

"I wouldn't call that lucky." Gray sweatdropped.

"I can't help but wonder what happened to the guy who brought us here," Lucy said ignoring Gray, "Right after he told us about the curse he vanished."

"Probably setting us up for murder." Noelle frowned.

"Maybe he was a ghost!" Marlow yelled excitedly.

"A ghost?!" Happy yelled in panic.

Noelle slapped her face, "There are no such thing as ghost, or curses."

Natsu quickly intervened, a smile plastered on his face. "Forget about that stuff for now! It's time go exploring."

"Aye!" Happy chimed in.

Lucy sighed at them. "We haven't even been here that long and you've already gone and forgotten about the mission."

* * *

"Apparently there only one village on this entire island," Lucy said as she read over the job request. "The village Chief is the one who originally put in the quest. So I guess we need to try and find him."

"Not so fast." Gray said, causing them to all look at him.

"Give it up Gray. You can't take us back to the guild now that our boats been destroyed." Natsu said in all seriousness.

"You're right. I'm coming with you." Gray smirked. "There's no way I'm going to let the two of you clowns make S-Class before I do, and if you were kicked out the guild would be pretty boring. Gramps will be upset, but if we pull this off he's won't be mad at us for long."

Natsu and Lucy grinned and then set their eyes on Noelle.

"Well Noelle? Are you in? It's a pretty far swim back to the guild." Natsu snickered already knowing her answer.

"Idiot!" Noelle flicked him in the head, "You really think I'd just leave after all that? Use your head fire gut!"

"Ow! You wanna go frosty freeze!?"

"I'm not scared of you, ya fire breathing idiot!"

"Enough," Lucy pushed the Slayers away from one another, "The mission, remember?"

Natsu grinned and pumped a fist in the air, "Let's go!"

"Yeah!"

Noelle stared off at the island with a bad feeling brewing in the pit of her stomach. Something wasn't right, the smell of the air made her nervous, it was there, so familiar, but she couldn't place her finger on it. Even though Noelle was smiling she couldn't help but feel worried, something was very off, that much she was sure of.

Ever since they've taken this job they've been hit with back luck. She couldn't even imagine what was to come next.

One thing was for sure...

It wasn't good.


	9. Moon Curse

**Chapter Seven:** The Moon Curse

By the time the group had reached the island village, night had fallen. The village was guarded by large wooden pillars, and a crooked sign that read 'keep out'. Noelle stared at the sign as if it were a bad omen. She didn't like the feel of this place, but it seemed to only be her that was feeling strange. Noelle wrapped hugged Marlow a little bit tighter, which didn't go unnoticed by the cat, who cast his brown eys up towards her, with a small frown.

"Check out that gate. When they say keep out they mean it." Says Natsu.

"Anyone home?! We came here to help you!" Lucy yells stepping forward.

"Let's bust in!" Natsu smirked pounding his fists together.

Noelle sighed. "Natsu," she pinched her temples, "It hasn't even been five minutes and you're already wanting to cause chaos."

"Who goes there?!"

The group looked up to see two men at the top of the gate staring down at them. Noelle stepped back to get a better look at them. "We're Fairy Tail wizards!" she shouted up at them, "We're here in response to your request." A small part of Noelle wanted for them to tell them to turn around, and never come back; she'd be okay with that.

"Why weren't we notified when you accepted the job?"

"Uhh well.." Lucy stuttered, nearly giving them away. Luckily Gray stepped in.

"Sorry, it was probably just a mix up with the paper work!" Gray yelled.

"Then let me see your emblems, right now!"

They did as they were told. Noelle held up her hand and Marlow lifted up his hoodie to reveal his guild mark on his back. The others also showed their guild marks.

"They're here! They're really here!" The villagers cheered gleefully. The gate was immediately raised and the group was met by many people wearing cloaks, similar to what the man in the boat had been wearing.

The bad feeling in Noelle's stomach grew as they passed through the gate.

"It's like we are walking into a giant monsters mouth." Happy shivered.

"Yeah, and we are all going to get eaten and spit back out." Marlow cackled.

"Are you two trying to freak me out?!" Lucy hissed at them.

When they were all inside of the village and elderly man stepped forward, his face and body cloaked.

"I'm Moka, the village Chief," he spoke, "On behalf of everyone here, I welcome you, pleasantries aside there's something you need to see, now my people!" The Chief yelled and on command everyone in the village ripped their cloaks away from their body, revealing hideous demon limbs, similar to the man from the boat.

"It's just like what happened to the boat guy." Gray whispered.

"Oh wow your sideburns!" Natsu yelled in complete shock.

Chief Moka was a small man with a wrinkled face and long white sideburns that came down to the waistband of his pants.

"Natsu..." Noelle sweatdropped.

"Not that! I was trying to show you what has happened to my arm!" Chief Moka waved his demonic arm around, "Everyone on the island has suffered horrible disfigurement because of this curse," He spoke sadly, "Not even the animals have been spared.."

Gray stepped forward and spoke, "Please excuse me for asking, but what makes you think it's a curse, Sir? It could be some kind of infectious disease."

Noelle nodded, "I can't help but agree. To assume it's a curse seems a little far fetched, don't you think?"

"We've consulted thousands of doctors young man, and woman," He glances at Noelle. "But they all agree that no such disease exists. You see, our symptoms began the same time the moon fell under an evil spell."

"What kind of spell?" Lucy asked.

"Since ancient times this island had absorbed the light of the moon, causing it to glow almost as beautifully as the moon it's self," Moka frowns, "However several years ago the moons color began to change, and a eerie purple glow was cast upon the island."

"So the moon turned purple?" Natsu whispered in disbelief.

"It's coming out from behind the clouds!" Happy yelled pointing to the sky.

Noelle looked up to the sky just as the cloud were parting and sure enough, shining brightly down on them was a purple moon. It was eerie, and beautiful at the same time. Noelle found herself mesmerized by the beautiful moon.

"It's gorgeous." She whispered.

"It really is purple.." Lucy gasped.

"Man, that's creepy looking." Gray said, eyeing the purple moon.

"It's the curse," Moka said in a strained voice,."Stay back," he warned. "The change is about to begin." His eyes suddenly widen and the villagers let out cries of pain as they begin to change into horrifying demonic creatures.

"Their changing!"

"Yeah I see that!"

Noelle stepped back not knowing what to think. "I've never seen anything like this." She whispered.

"Why is this happening to them?" Natsu asked, his feelings the same as the others.

"I'm sorry if our appearance frightens you." The Chief whispered, ashamed of his appearance.

"Don't apologize. It's not your fault." Noelle frowned.

"Yeah, it's okay. I'm just completely confused." Gray said.

"You poor people." Lucy frowned with her thumb pressed to her cheek.

"Oh man... you guys look so cool!" Natsu yelled with little hearts flying around him.

A moment of silence passed, everyone completely shocked by what he had said, including Noelle.

"What is wrong with him?" She sighed.

"It's awesome! You've got horns and stuff! I'm so jealous!"

 _"He thinks we look cool?"_

 _"No ones ever said that to us before."_

"Natsu! You're being insensitive. They don't want to look like this!" Lucy angrily said stepping up to him.

"Seriously? My bad," Natsu scratched his head, "Then I guess we should help them out."

"That is why we are here.." Happy said.

"Get a clue man." Gray said crossing his arms and turning away from him.

"Anyway," Moka draws out, "As you've witnessed whenever the purple moon shows it's face in the sky, everyone in the village takes on a horrific demon form. If it isn't a curse what else could is possible be?"

Noelle frowns as the villagers start to cry. _'They're suffering...'_

"We'll return to normal once the morning comes and the sun has risen," Chief Moka's voice suddenly turns sad. "However, there are some poor souls who can no longer switch back to their human forms, for they have lost their minds.."

She didn't like where this was going..

"How sad.." Lucy whispers.

"The fate for them, these unfortunate souls in the grip of madness, we have no choice, but to put them to death."

Everyone gasps, this is what Noelle was afraid of.

"But they might change back someday!" Natsu yells.

"If we wait for that to happen the monsters will surely kill us all! We've tried capturing them, but they always broke free. It's no use, once it takes hold there is no way to save them. I should know," Moka starts to cry, "I was forced to kill my very own son." He shows them a picture and they all gasp. It was of the man from boat.

"That's the guy...from the boat...but we just saw him yesterday he-"

Gray quickly cuts Lucy off with shush. "Now I understand why he disappeared on us like that. He's dead, but his soul can't rest in peace.."

 _'Was it possible that he was...dead? It's hard to believe, but, nothing on this island is making any sense...'_ Noelle frowned at her thoughts.

Chief Moka pleaded with them. "Please lift the evil curse from our island. If this goes on any longer we may all fall victim to it. We'll die."

"We're not going to let them happen!" Natsu angrily yelled. "We can fix this," He spoke in a softer voice. "I promise."

Noelle wished Natsu has promised that, as she wasn't sure they could do anything to help them.

"There's only one way this wretched curse can be lifted," Chief Moka became serious. "The moon.. must be wiped form the sky!"

Noelle stared blankly at the Chief for a solid moment, before turning around and walking away.

"Where do you think you're going?!" Lucy yelled at her.

 _"Home!"_

"You can't go home! We have a mission to do."

"That old man is cracked out of his freaking mind, and I want nothing to do with his drug induced hallucinations!"

Lucy sighed and shook her head. "Sometimes I just wanna..." she snapped her eyes to Gray. "What are you waiting for? Go get her!"

Gray glared at the blonde and angrily marched after the retreating snowette.

* * *

Chief Moka and the village had been kinda enough to offer the group housing for their stay. Noelle had since situated herself in a straw chair, Marlow was curled in her lap. Gray had managed to drag her back before she could drown herself in the ocean. She felt extremely tired, and this mission was already getting on her nerves, and it had only just begun.

"Blow up the moon," she sighed, "He really believes we can blow up the moon. The old geezer is on something," she frowned, strumming her fingers through her hair.

"I never knew the moon could be so creepy.." Happy whispered staring out at the eerie moon.

Lucy who was unpacking glared at Happy. "Hurry and close the window! You heard what the Chief said, we gotta stay out of the moonlight! You may not care, but I don't want to risk turning into some freaky monster.

"You're such a scaredy-cat Lucy," Noelle smirked, "And why are you so worried? Curses aren't real."

'Then how do you explain every happening here?" Lucy smirked, hands on her hips.

"Drugs. Schizophrenia." Noelle shrugged. Lucy sweatdropped.

"I'm not so sure about this jobs guys." Natsu says, lounging in a wooden chair.

"Do these people really think we can destroy the moon?" Gray frowned.

"Seems that way." Noelle responds to Gray.

"I wonder how many punches it will take!? You think I can handle it?" Natsu excitedly asks. The fact he was so giddy about possibly destroying the moon unnerved Noelle.

"Are you kidding me? Don't be stupid man." Gray glares at him.

"Natsu, there's not a wizard alive strong enough to do that." Lucy sighed.

"I bet a dragon could take out the moon," Noelle grinned, "What do you think, Natsu?"

"Igneel could totally blow up the moon!" The slayer grinned with pumped fists, "And Isoba too!"

"Isoldeth," Noelle corrected, "Her name is Isoldeth."

"Isoldeth, Isolda, same thing." Natsu waved.

Noelle's eye twitched.

"But that's the job we were hired to do isn't it? We can't take a job then back out, cause' that would make Fairy Tail look bad."

"What there asking can't be done. How do you think you're going to get to the moon anyway?" Gray asks trying to get it trough Natsu's thick skull.

"With Happy."

"I would think so." Happy laughs.

"I want to go to the moon too! I bet there's aliens, and they probably look like No-" Marlow was never able to finish his sentence as a pillow connected to his face.

"Okay, we can't destroy the moon but, if we do some investigating we might be able to find a different way to lift the curse from the island." Lucy taps her chin in thought, but is suddenly smacked in the face by Gray's shirt.

"You kids can do whatever you want but after the day I've had, I need some shut eye." Gray said while taking off his socks.

"Keep the boxers on!" Noelle yelled in warning. Gray stuck his tongue out at her and chucked his pants her direction. Noelle glared as the pants landed on her head. "I hate you, _Fullbuster_."

"Yeah, yeah, whatever you say, _Yuletide_."

"Okay our investigation starts tomorrow! I'm hitting the sack." Natsu falls face first on one the beds the villagers had laid out for them followed by Happy.

"Sounds like a plan." Gray says doing the same.

"Kay then, I'm pretty sleepy too, goodnight." Lucy smiled and took the bed between Gray and Natsu.

Noelle and Marlow took the bed of the other side of Gray. Marlow hopped down on the bed and curled up in the pillow, it only took him a moment to fall asleep.

"G'night Marlow. Noelle whispered, petting his sleeping head. Noelle lowered herself down on the bed and curled up in the blankets, she let her eyes droop close and let herself be pulled into slumber.

Completely unaware of the nightmare to come.

* * *

 _Where did you go? Why did you leave me momma? Was...was I not good enough? Do you not want me anymore? I never meant to be - I - I tried my best to be good! I just wanted you to be proud of me, is all. But it wasn't good enough, was it? Why else would you lave me all alone? If you come back...I'll do better; I promise! I'll do whatever you tell me to, I swear! So please, I'm begging you, come back. Come back to me momma._

 _I miss you so much Isoldeth._

 _A small, younger Noelle sniffled, and wiped the tears away that burned her eyes. "Momma, where are you?" Noelle curls her knees to her chest and cries. "D-Don't you miss me?" She aks, staring up into the night sky. "Do you ever remember me anymore?...it's been so long momma."_

 _Noelle was so lost in her thoughts and tears, that she hadn't noticed the light of a house clicking on._

 _"Noelle? What are you doing out here so late? You should be in bed." The tired, voice of a female said._

 _Noelle tried to hide her sniffles and tears. "S-Sorry Ur." Noelle said, trying to keep her voice from cracking._

 _Ur frowned and gentle closed the door behind her so she wouldn't wake Lyon and Gray. "What's on your mind?" Ur ask as she settle down on the step beside of her._

 _Noelle stared down at the snow covered ground, biting down on her quivering lips. She opened her mouth to speak, but no words came out._

 _"You know there's nothing wrong with crying, right?" Ur said, gentle petting her hair. "Everyone does it."_

 _"Crying is for babies!" Noelle sneered, "It makes you look weak! I'm not weak...I'm not" she whispered to herself._

 _"Weak? There's nothing weak about crying. It's what makes up human."_

 _Noelle started to shake and the tears started to pour from her eyes. "I-I miss them so much," she whimpered. "Why do they keep leaving me?!" Noelle screamed, her hands tangled into her hair, pulling and twisting, "I...I don't want to be alone..." Noelle buried her face into the palms of her hands and sobbed._

 _Between her muffled cries she hadn't noticed herself being pulled into the arms of Ur - who rocked her and held her close, whispering comforting words into her hair._

 _"You'll never truly be alone Noelle, not as long as you have me, I'll always be there for you."_

* * *

Noelle shot up straight clutching her blanket to her chest. She was breathing hard and cold sweat was running down her face. Her heart felt as if it was going to rip free her chest from how hard it was pounding. She nervously looked around expecting herself to be outside. When she finally realized where she was she sighed, and brushed her hair out of her face. Suddenly, a strange, and somewhat familiar smelled filled her nose, Noelle blinked and looked up to find Gray right in front of her face with his hands holding onto her shoulders.

 _"Kyaah!"_ Noelle screamed and fell backwards, "W-what the hell Gray?!" she blushed, a feeling like electricity flowed through her veins and a strange feeling boiled inside of her. Noelle shook the feeling away and recollected herself.

"Sorry, I didn't mean to scare you," Gray said scratching his head. "You were yelling a lot in your sleep. You okay? You look like hell."

"I'm alright. It was only a dream."

Gray frowned. "Are you crying?"

"Huh?" Noelle touched her face and flinched, "I-I probably have something in my eye!" Noelle quickly said as she rubbed her eyes.

"There's nothing wrong with crying. We all do it," Gray smiled. "It's a sign of being human."

Noelle stared at Gray with wide eyes. The tears started to fall before she could finish her sentence. Almost as if her body was acting on its own, Noelle hugged him. She pressed her face into the side of his neck as she cried.

"W-whoa! Did I say something wrong?!" Gray didn't know what to do. He settled on awkwardly wrapping his arms around her mid-section.

Noelle laughed. She pulled away and wiped her tears away. "I didn't mean to wake you up." Noelle blushed.

"It's fine." He smiled. "Now get some rest. We've gotta big day tomorrow, we're going to need all the strength we have to blow up the moon."

"Would you two either shut up or get another room? How's a cat supposed to get any sleep around here."

Noelle giggled and pulled her blankets over her face. As she closed her eyes she couldn't help but wonder what it was she had felt? It felt as if electricity has filled her blood. Was it because of the moon? Or had she imagined it? It didn't matter she supposed, it was just odd.

Odd, but...pleasant.

* * *

When Noelle woke up the following morning she felt odd. She felt extremely warm and she also couldn't move properly. She tried to wiggle around but nothing seemed to work. With a soft grunt Noelle forcibly rolled herself over and widened her eyes in shock and embarrassment when she realized what or rather _who_ was preventing her from moving.

"G-Gray?!" Noelle sputtered.

The mage had her wrapped tightly in her arms with his face buried in her shoulder. Noelle tried to push him away but he didn't budge an inch! How the hell had this happened?! Noelle groaned and tried to pry herself from him, but his grip only tightened. Suddenly, she was pulled against his chest. Noelle froze. Her cheeks felt as if they were on fire. Noelle tried again to pull herself away, but to no avail. Sighing, she gave in to defeat, and settled herself down until she was somewhat comfortable.

"Damn you Fullbuster." She scowled, trying to fight down the blush.

Sighing, Noelle closed her eyes and drifted back to sleep, unaware of the fact Lucy was awake, and had saw the whole thing. The blonde giggled to herself and snuggled back down in her bed. As she was drifting off to sleep, she cast a glance at the pink-haied boy sleeping next to her, with drool dribbling down his chin.

Her cheeks faintly turned pink as a warm smiled spread over her face.


	10. A Promise to Ur

**A/n:** In this chapter we are introduced to a character of mine who I love very much.

* * *

 **Chapter Eight:** A Promise to Ur

Morning came sooner than Noelle would have liked. After her dream, she hadn't slept very well, partially from the dream, and the other due to the fact that Gray was a very aggressive when it came to cuddling. It had taken her more time than she would care to admit to wiggle out of him arms, and get safely tucked into her own bed, though she was much more weary towards him. After laying in bed a moment later, her blue eyes fluttered open and peaked around the room to find that she was the only one still sleeping.

"Where is everyone?" Noelle asked in a groggy voice.

"Morning! I was just about to wake you," said Lucy. "We're getting ready to head out, so you might want to get dressed. The boys are waiting outside for us." Lucy said as she slipped her pajamas off of her curvaceous body.

"Yeah, sure, okay." Noelle said as a light blush sprinkled over her cheeks. Yawning, she stood up and stretched before locating her clothes. When she found them she quickly stripped down to her lacy purple and black bra, with a pair of lacy black panties that left little to the imagination. As she was beginning to put her vest on the door was kicked open by an impatient Natsu.

"Hey! What the heck is taking the two of you so..." Natsu's mouth dropped open seeing the indecent girls. "HOLY CRAP!" The fire mage yelled, spewing flames from his mouth.

It didn't help that Gray chose that moment to barge in.

"What are you screaming about fire face - HOLY CRAP!" Gray yelled, his face turning red.

Noelle and Lucy's faces turned ten different shades of red that was quickly replaced by anger. "GET THE HELL OUT YOU PERVERTS!" They both screamed, scrambling to cover themselves, while chucking pillows and other items lying around at the boys; they apologized quickly and fled the room with bleeding noses.

Noelle and Lucy hurried to change.

Lucy didn't seem a bit annoyed by the boys, but Noelle was completely mortified. It shouldn't have bothered her as much considering the amount of time she spent in her underwear with Ur and everyone, but even back then she usually wore a sports bra and shorts, and she also wasn't...as developed...as she is now. Noelle protectively covered her chest while refusing to make eye contact with anyone. Marlow was snickering from her shoulder which only furthered her embarrassment. But by far, the worst thing about it all, was the fact that Gray would keep glancing her way, and then hurry and look away with blushing cheeks whenever she caught him.

And then his eyes started to move lower which prompted Noelle to march ahead of the group, trying her best to hide her scarlet blush behind her hair while ignoring Marlow's out blown laughter.

 _'Stupid hormonal boys!'_

* * *

"Do you guys think we'll really be able to find a way to life the curse?" Natsu had asked his friends as they began their search of the island.

"Well we don't have much of a choice," Gray says. "The village may think the moon is cursed but everyone else likes it, and destroying it might really mess things up."

"Not to mention that it's physically impossible to destroy the moon," Noelle added. "We really don't have any other choice but to find another solution."

"You're right! If we didn't have the moon the tides would get all crazy and at night the sky would be pitch black!"

Noelle sighed. "Calm down Natsu. The moon isn't going anywhere."

"Would you guys keep it down?" Horologium spoke giving Noelle a scare. "We don't know what's lurking out here, so we shouldn't drawn any attention to ourselves. The Lady demands impatiently." He speaks as if he's reading a book.

Noelle shot a glare back at Lucy who looked rather sheepish at the moment. "Lucy, you really need to stop using your spirits like a taxi service. What if you were in a situation and you really needed them, but couldn't summon them because you were too lazy to walk on your own?"

Noelle knew that summoning her spirits took a lot out of her, which is why she wished she used them more responsibly.

"Yeah, you should walk on your own." Natsu looks back at them annoyed.

"They're right. Do you just summon your spirits because you're lazy?" Gray asks Lucy.

Lucy glared at them and clenched her teeth as a blush rose on her cheeks. "Listen," She spoke through the spirit. "This curse is freaking me out. We have no idea what we are up against, and I'm scared. She says nervously."

"Curses aren't real, Lucy," Noelle said, patting the clock. "And besides, you're a wizard, you're bound to face things that are a lot scarier than some dumb made up curse."

"That's not very comforting. The Lady says annoyed."

"Well, then your shit out of luck! The dragon retorts mockingly." Noelle smirked.

"Are you kidding?! This is awesome! S-Class quests rule!" Natsu cheered with his fists in the air.

Noelle was going to comment when the ground started to shake. They all froze.

"What was that?" Noelle asked as she looked around for the source.

They all looked behind themselves just in time to see a large shadowy figure looming over them. The shape takes on that of a large rat dressed in a strange maid outfit. The rat glares down at them and lets out a scratchy chuckle.

"What the heck is that?!" Natsu yells with a mixture of panic and horror.

"It's huge!" Says Gray.

"Is that...a giant rat?" Noelle sweatdropped. "With a maid fetish?"

"What are you waiting for? Beat it up you guys! She yells frantically." Lucy/Horologium says.

Noelle, Gray, and Natsu, all nod to each other as they prepare to attack.

"Ice-Make: Blades!" Noelle performs the sealing magic and sharp blades of ice extend from her wrists to her elbows.

With a focused glare Noelle charges at the rat; dodging and weaving it's massive fists that slam down on the ground. _"Yaah!"_ Noelle leaps into the air and spins, slashing one of her blades across the rats snout and the other against its chest.

Noelle noticed the rat sucked in a breath and jumped down landing beside Gray who created a perfectly crafted shield from ice. A horrible scent invaded her nose as the rat spit out a acid mist.

Happy and Marlow had been smart enough to climb in Horologium with Lucy, but it didn't last long as the spirit went away leaving them all crying, _"Stinky!"_ as the stink invaded their noses.

The rat laughed and stalked towards them.

"Let's goooo!" Natsu who had been temporarily knocked out yelled, getting to his feet and running ahead with the others not too far behind.

Noelle and Gray seemed to have similar plans in stopping the rats.

"Ice-Make: Floor!"

"Ice-Make: Spikes!"

From Gray's attack the ground became covered in a thin layer of ice that sent that rat crashing to the ground. Noelle's attack caused large icicles to shoot up from the ground, creating a temporary barrier for them to escape.

"Come on!" Gray yelled grabbing Slayers hand and running to catch up with the others.

* * *

Lucky for the group they were able to take shelter in what seemed to be an abandoned temple that was rundown and in poor condition. Noelle was afraid to breathe wrong, in fear that the whole place would come crashing down on them.

"Is this place safe to be in?" Noelle asks stepping over a hole in the floor.

"Would you rather be here of out there with the rat?" Gray smirked at her.

Noelle glared at Gray. "The rat would probably keep me better company, and cause me less grief."

"This place is massive!" Lucy said in awe, ignoring the bickering wizards behind her. She walked around the building, examining all the art that was drawn on the walls.

"Careful Lucy," Noelle said grabbing her arm as she stepped a little too close to a hole. "You don't want to fall down there."

"Oh, heh, thanks." She nervously laughed and rubbed the back of her head.

"I wonder how old this place is?" Gray said with a hand dug in his pocket.

"What are those?" Natsu asks noticing the wall.

"There moons," Gray says. "It makes sense. Galuna used to be called the Island of The Moon."

Lucy tapped a finger to her chin. "The moon island, moon curse, and weird moon symbols; you really gotta wonder what it all means." She says thoughtfully.

"I think it means that these people have a weird fetish for the moon," Noelle said with her finger on her chin. "That aside - this place gives me a bad feeling."

"Scared?" Gray teased.

"Far from it," Noelle said. "There's a magic in the air, it's familiar, and yet I can't place my finger on it," She narrows her eyes at the ground and tries to focus her senses on the familiar magic, but she can't place it. "Very familiar.." she whispers.

"Man this place is a wreck. The floor doesn't even look safe to walk on!"

A shiver cascaded down Noelle's spine as the words left Natsu's mouth; trouble shortly followed. "Natsu don't -" her warning came too late. The floor caved beneath them, and they were all send hurdling towards the ground. Noelle squeezed her eyes shut and braced herself for a painful landing that never came. Slowly, she pried her eyes open, sighing in relief when she seen that Marlow had taken hold off her.

"Thanks, Marlow." She breathed easily as her hand held her chest.

"Don't mention it. If you die I'll have no one to feed me." Marlow shrugged.

"I feel so loved." Noelle pouted.

Marlow roughly dropped Noelle onto her feet just as Natsu had popped out from under a pile of rubble. "Is everyone okay?!" Natus yelled, earning glares from all of his friends.

"You almost killed us you idiot!" Noelle yelled furiously.

"I'd be better if you hadn't knocked out the floor!" Lucy yelled at him.

"Here's a thought: If you think before you act, maybe you wouldn't cause so much destruction!"

Noelle laughed."Natsu? Thinking? Get real Gray."

 _"Hey!"_

"Can you fly us out, Happy, Marlow?" Lucy asked in a hopeful yet doubtful voice.

Happy shook his head. "No, sorry."

"Our wings wouldn't last long enough to carry you all out." Marlow frowned.

"We are underneath the temple." Gray sighed.

"Wow! This is so cool. Hey, a secret tunnel!"

Natsu's eyes twinkled and before anyone could speak, he had pranced away through a random tunnel. Noelle groaned and reluctantly followed behind him, partially to keep Natsu from getting himself killed, and largely because the scent had grown stronger since they had fallen.

She could hear Gray in the background yelling something about a crazy person, most likely aimed at Natsu.

* * *

"..Woah.."

When Noelle caught up to Natsu she gave him a hard smack upside his head. "Idiot!" she yelled at him. "What the hell is wrong with you - taking off like that?! We don't know anything about this place, and the last thing we need is you getting yourself killed!" Noelle frowned when he didn't respond. At the same time, the bad feeling that had been lingering around her all day spiked; why? "Hey, Smokey, are you okay?" Noelle asked, waving her hands in front of his face.

Natsu blinked and pointed in front of him.

"What is it?" Noelle asked looking behind her.

She wished she hadn't. That feeling of eeriness increased tenfold, and her heart plunged into her chest. Her blue eyes widened, and her mouth fell open. The sight before her left her breathless, and not in the good kind of way. Noelle felt numb. Her heart began to accelerate, and cold sweat started tor un down her face. Her stomach was doing more flips and turns than it would have in any vehicle, and her heart, already frail; shattered into thousands of little, tiny, pieces.

"N-n-n-o! T-this can't be real! Why...why is it here?!..."

The magic she had sensed before, the one that had felt so familiar to her, all made sense now. Before her and Natsu was a giant, solidified rock of ice; shimmering in beautiful hues of blue, and purple, each shard of ice reflecting against the open moonlight that shined down on them. The way the moon rays danced upon the ice, made it seem as if it were made of millions of glittering diamonds. From inside the ice, stood a massive, blackened shadow of a monster Noelle had hoped to never have to see again.

Noelle stepped back shaking like a leaf, too stunned to speak.

Natsu noticed her change of behavior but didn't question on it, he was more focused on whatever the hell it was in front of them.

"Hey guys, what's that?" He asked so casually, so carefree, blissfully unaware of the monster sealed away.

Noelle was so paralyzed with fear that she hadn't even realized the others had caught up with them. She had only snapped out of her trance when she felt the anger surging off Gray, and the sorrow filled crack of his voice as he spoke.

"That's...impossible," He stood shocked. "It's Deliora. But how?...how could this happen; why is it here?!" Gray's fist curled and his voice raised in volume. "What the hell is it doing on Galuna Island?!"

Noelle desperately wished to know the same thing. It should still be on the Northern Continent!

"There's no way," Gray's body was shaking with anger. He was on the verge of a breakdown, and Noelle understood why he was feeling strongly.

"You've seen this thing before?" Natsu asked.

Gray ground his teeth together and looked at the monster in seething rage.

Lucy grabbed Gray's shoulder in an attempt to calm him down. "Gray, please try to calm down." She says. it's obvious seeing her friend so upset is upsetting her. "Now, can you tell us about it?" She asks when he's calm enough.

Noelle answers for him. "It's Deliora. The Demon of Destruction." Her voice is full of venom, yet her eyes are full of sadness. Marlow rather than make a sarcastic remark, instead nestled himself in Noelle's arms and affectionately rubbed his head against her chin.

"Demon of construction?" Natsu snorts.

"Destruction." Happy corrects him with a sigh.

The sound of footsteps echoing in the distance pulls the group from their thoughts. Quickly they run and hide behind a large mound of rocks and camouflage themselves against the darkness. Noelle crouches down beside Gray and focuses her hearing. Her ear twitches as a unfamiliar male voice echoes throughout the cave.

"The voices seem to be coming from down here." He speaks in a cool, slightly sinister voice.

Noelle peaks through the cracks of the rocks and narrows her eyes at the man; he has blue hair and crazy eyebrows. "I hate being awake during the day. So Toby, were you exposed to the Moon Drip? You've got those pointy ears." He asks his canine like companion.

Marlow's eyes widened. "Whoa...a werewolf!' he whispered excitedly. Noelle thought the man looked more like a dog, rather than a fearsome werewolf.

"I already told you they are a fashion statement you jerk!" Toby, she presumed, angrily barked, quite literally. He had the body of human but his face was more of a dogs face. A very strange one.

"Calm down. I was just teasing you." The blue-haired one says, annoyed by the the other.

"You don't have to be so mean about it." Toby said in pouty voice.

"Yuka, Toby, something terrible has happened," A new comer, a female, with pink hair and a dark blue leather dress, spoke sadly to them.

"What now, Sherry?" Yuka asked.

"It's Angelica, she's been attacked and I'm sad."

"You're moping around because someone beat up your stupid pet rat?!" Toby barked angrily. He seemed to be a loose cannon.

"She's not a rat! She's a brave hunter, prowling the jungle to protect us. She is, _**love**_." The way she emphasized the word love sent a shiver down Noelle's spine.

"Sherry, my darling blossom, please don't be sad; it's not befitting of someone as beautiful as you," A new voice said. "You have nothing fear M'Lady! For I am the fearless knight - Barnet Jutsus - and I will protect you from any evil that threatens to come your way!"

Noelle sweatdropped. _'Does this guy hear himself?'_

The man in question was tall, with tan skin, and dark purple hair that spiked off to the right side of his head, while the back fell slightly longer; his face was well sculpted, even with the nasty scar that slash across it, and the smaller one that intercepted it; his face was matched by his prideful silver eyes, that gleamed underneath the moonlight.

The man - Barnet, as he had called himself - wore a tight fitting, long sleeved black shirt that showed off his muscular physique; a gleaming piece of silver arm was placed over his chest, and silver arm guards covered his arms, as well as a pair of silver gloves; snug fitted brown pants hugged his lower half, and tucked into steel-toed boots. Over his ensemble he wore a velvet red cape, that was full of tears and holes, and appeared to be singed near the bottom.

Noelle could just barely make out a large sword on his back that was obsidian in color, and wrapped in golden ribbon.

"I don't know who these people are, but talk about a bunch of weirdos!" Lucy whispered. "Especially the chick with the pet rat."

Noelle snorted. "Are we in any position to judge them?"

"From their scent I can tell that their not from the island." Natsu said focusing on the group.

"He's right." Noelle nodded. _'Are they the ones responsible for bringing Deliora here?'_

"And they don't look like they have the demon curse." Happy whispered.

"Intruders you say?" Yuka says snapping the group from their conversation.

The woman sighed sadly. "And it's almost time to begin collecting moonlight again. Oh, this makes me so sad," She frowned. "This news will displease the Cold Emperor. We should get ride of them before he finds out. Yes, me must find them, before the moons first light."

"Agreed." Yuka smiles and Toby growls.

"It is the sworn duty of a knight to dispose of his enemies," Barnet declared, pointing his sword at Deliora. "None shall stand in the way of the Cold Emperor!"

"Since they've seen Deliora we can't allow them to live. We'll give them the gift of eternal rest. We'll give them _**love**_."

"You're talking about death, right?" Toby asked.

Just as Noelle was brainstorming ways for them to escape, Happy and Marlow had picked up loose stones and thrown them in the opposite direction of them, alerting the strange groups attention.

What was that?" Sherry questioned.

"Over there!"

They group of four all take off running out of the tunnel allowing the Fairy Tail crew to step out and stretch their achy muscles.

"Good work you two." Noelle praised the cats.

"Yeah, nice jobs cats." Lucy smiled.

"Come on! We should have grabbed them and beat some answers out of them!"

Of course Natsu was thinking with his fist and not his brain.

"Not yet," Lucy shook her head. "We've gotta do some investigating."

"Man, this job keeps getting more and more complicated." Natsu sighed.

"Right? Like who is this Cold Emperor guy?" Happy asks.

"Someone who really likes the cold?" Marlow suggested dryly.

"Deliora," Gray said pulling them back to the elephant - or rather _monster_ \- in the room. "I still don't understand what anyone would want with it. And how the hell were they even able to find it?"

"That's a very good question." Noelle said with narrowed eyes. "To be brought so far..."

"Was it hidden somewhere?" Lucy asked.

"It was sealed away inside a glacier on the Northern Continent." Noelle sighed.

"A decade ago this immortal demon ravaged Isvan; countless people lost their lives," Gray's voice was solemn. "The woman who taught me how to use my -" Gray glanced at Noelle. "Our magic," he corrected himself. "Our Master - Ur - sacrificed everything to seal it away. I don't know if it has anything to do with the curse on this island, but I do know that it doesn't belong here. This Cold Emperor. We have to find out who is it. If they tarnish our Master's legacy, their gonna regret the day they were born!"

"Everything is so clear now," Noelle laughed dryly.

Lucy and Natsu seemed to be confused.

"It's so clear. The dream, the smell, that lingering feeling, I should have known!" Noelle yelled and smashed her fists into the side of the wall, leaving an ident of her fist behind.

"Damn it," she hissed wiping her tears "I should have known!"

"Noelle, are you okay? Why are you crying?" Lucy asked while gently laying a hand on Noelle's shoulder. She didn't like seeing Noelle get so upset, and not knowing how to help her.

Noelle looked at Lucy with miserable sadness written in her eyes.

"Ur was someone very precious to me," Noelle spoke through clenched teeth. "She was somebody I cherished, and looked up to. I had found Ur not too long after my foster mother, Isoldeth, disappeared; she took me under her wing, and taught me how to use Maker Magic.."

Noelle's tears fell faster.

"Ur...Ur was like a mother to me. She was a very important figured in my life," Noelle's canine bared and her eyes shaped into slits. "On Isoldeth's life, and those I hold precious to my heart; this Cold Emperor - whoever the hell he is - will be sorry. I will not stand idly by and allow them to trample all over Ur's legacy!" Noelle howled with a fire lit behind her eyes.

 _'I'll stop them no matter what it takes. I'll protect your legacy, Ur; I won't let them get away with this.'_

* * *

 **End Note:** Whoo! Welcome to the story, Barnet - you lovable pervert! God, I missed these characters. I forgot how much I loved writing this story, and how excited I am to get to the later chapters. Though, once the Galuna Island Arc is finished, I'll be slowing down and incorporating my own spins to the story such a missions, arcs, and the like. I don't want the story to go by too quickly, ya know?

I'll be deleting the Ice Slayer once this story passes it in chapters.


	11. Noelle Vs Barnet! The Knight of Justice

**Chapter Eleven:** Noelle Vs. Barnet the Knight of Justice!

Tension was thick in the air, and everyone seemed to be unsure of what to say, or what to do. Noelle wanted to cut through the unbearable silence, but her mind was clouded by her thoughts; why was all of this happening?

"Are you guys sure this is the demon your Master sealed away?" Lucy asked breaking the silence.

"There's no doubt about it." Noelle and Gray both answered.

"I wonder why it was transported all the way from the Northern Continent to Galuna Island." Happy whispered aloud.

"You don't think the demon could have something to do with the islands curse, do you?" Lucy asks.

"I wouldn't be surprised if it did. It may be enclosed in ice, but that things still alive." Gray shrugged, glaring at the demon within the ice.

"Sweet! Give me a go at it! I ain't afraid of no stinking demon!" Natsu wound his fists and grinned at the chunk of ice. "A little fire oughta do the trick!"

"You know brute force isn't the only way to solve a problem, Natsu." Lucy sighed at his recklessness.

Noelle's eyes narrowed dangerously and her fists balled at her sides. Noelle didn't think; she acted. Without missing a beat she brought her fist back and threw it into Natsu's face, mirrored by Gray who apparently had the same idea.

"Gray and Noelle just punched Natsu!" Happy yelled stunned by their actions.

"K-O!" Marlow cheered, pumping his stubby fists. "Hit him again, give him a left, and a right! _POW!_ Right in the kisser!"

"What's the deal?! Why'd you guys hit me!?" Natsu whined holding both sides of his sore and swollen face.

Gray stared at Natsu menacingly. "I don't want you and your flames anywhere near it! if that ice melts and Deliora is revived, there's no way we'd be able to stop it!"

"Come on, do you think a huge chunk of ice would be that easy to melt?" Natsu said, annoyed that he had been ambushed by the ice wizards.

"No."

Noelle glared at Natsu. "I don't give a damn about Deliora," she snarled. "That ice is Ur. Her spirit lives on it, so keep your filthy flames away from it!"

"Man, you ice jerks are so cold!" Natsu threw his hands up and walked away from them.

Noelle knew his flames couldn't melt the ice alone, but just the thought of it made her blood boil.

"Are you guys okay?" Lucy whispered concerned for her friends. It hurt her to see them so angry.

Natsu didn't care for this. "I'm the one who got hit for no good reason! Watch your tempers!"

"Please, your one to talk." Happy giggled.

"Many years ago our Master Ur cast a spell called Iced Shell on this demon," Noelle said. "This type of ice can't be melted. Not even the most powerful flame spell would have any effect on it.

"I don't understand," Gray sighed. "If they knew the ice couldn't be melted, why'd they bring it here? It doesn't make any sense."

"Maybe they didn't know? They might have brought it here to try to melt it somehow." Lucy said.

"But why would they do that?!" Gray exploded.

"U-um I have no idea!" Lucy squeaked and ducked behind Natsu.

"This isn't Lucy's fault, Gray," Noelle gently held onto his arm. "Relax a little, okay? We're going to get to the bottom of this. Promise." Noelle smiled.

Gray looked down at her hand with a frown. Noelle had expected him to brush it aside, but to her surprise, he moved it so he was holding it instead. Gray gave her hand a slight squeeze that had her facing burning red.

"I don't get it. Who would bring Deliora here, and why?" Gray was beginning to grow restless with all the unanswered questions around them.

"We need answers. Let's go find those guys." Natsu says, probably itching for a fight.

Lucy nods. "Yeah, okay."

"No. We're going to stay here and wait." Gray declared. He didn't bother looking at him; he was solely focused on the ice.

"Wait for what?" Happy and Marlow both ask.

"For the moon to come out, right?" Noelle glances at him. "Sounds like a plan to me."

"The moon? But it's the middle of the afternoon! Forget that," Natsu fans his hands,."If I have to hang out here I'll die of boredom!"

"But Gray, why does the moon matter?" Lucy asks ignoring Natsu.

"I have a feeling that the curse on this island and Deliora are somehow connected to it, and I heard those guys we saw earlier say something about collecting moonlight."

Lucy nodded. "I heard that too. I guess waiting until nightfall is the only way we are going to figure out what's going on here."

Noelle frowned. "Moonlight? Is that how they plan to revive Deliora?"

"I'M NOT WAITING! WE'VE GOT WORK TO D-"

"You're getting on my last nerve, Natsu!" Noelle yelled, swinging around to the fire slayer, and slamming her foot full force into his gut, that was followed by an uppercut. "Do us all a favor and shut up for a while, okay?" Noelle smirked and let him drop to the ground.

Lucy looked absolutely horrified while Gray only gave a weak snort.

"Noelle is scary!" Happy said with large tears falling down his face.

"You finally did something useful!" Marlow cheered giving her a thumbs-up.

* * *

After everything had settled down the group had split off in their own way. Lucy, Happy, and Marlow were sitting near Natsu, and Gray sat on a rock that was placed in front of the ice. Noelle had made herself comfortable by leaning against the ice as a back support. The coolness brought a comforting feeling to her. Discreetly, she snuck a glance at Natsu to make sure the wizard was doing okay. She hadn't meant to hit him so hard, but he had gotten on her nerves; and needed to be dealt with someway.

"Must be nice," Lucy hummed. "He doesn't have to worry about anything but eating, sleeping, and fighting."

"Aye, that's Natsu for you."

"I gotta admit I'm a little it jealous."

That wasn't true at all. "Natsu has a lot more to worry about than just those three things, Lucy," Noelle said sternly. "There's more to being a Dragon Slayer than eating, sleeping, and fighting. That's like saying all Celestial Wizards are cowards who use their spirits as tools. Don't forget that Natsu is hurting deep down, too. He may put on a brave face, but he misses Igneel just as much as I miss Isoldeth, and you miss your mother."

Noelle looked away when seeing the shocked and hurt expression on Lucy's face. She hadn't meant for it to come out so cold; but Lucy was insulting both hurt and Natsu. They both had plenty to worry about, but chose to keep it hidden; but it didn't make it hurt any less.

Noelle decided to check on Gray and see how he was doing. He was still staring at the ice with his hands cuffed under his chin. Noelle sat down next to him with her knees cradling her chest. She rested her arms across of them, and nestled her chin in her arms. At first she had found her dream about Ur odd. She hadn't dreamed of her Master in years - but it all made sense now. Noelle had been with Ur longer than Gray, but not quite as long as Lyon; Ur loved them all equally. No one was treated differently than the other, which made her so great in Noelle's eyes. Ur was such a strong woman, with an even stronger heart. Even though she carried her own scars over her heart, she made room for them. They were her precious students.

Noelle smiled reminiscing about her teacher.

 _"You didn't think this was going to be easy, did you, Noelle? I did warn you that training with me wasn't going to be an easy task. Don't expect me to go soft on you because you're a child; how else would you learn?"_

 _Noelle stood in snow up to her ankles with only a loose pair of black shorts and a dark blue training bra on. Ur had this odd habit of making them train in their underwear. It was to teach them to endure the cold - it was embarrassing. Her body wasn't affected by the cold anyways! Why did she have to do this?_

 _"I never asked you to easy on me, Ur! Come on - give me everything you've got - I can take!"_

 _Ur smirked, and before Noelle could even blink she was being smacked in the face by an icy hammer. She laid on the ground dazed, as Ur stood over her with a triumphant smirk, and Gray and Lyon stood off to the side laughing their frozen butts off._

 _"Is that all you've got?" Ur grinned._

 _"Tsk. Lucky shot." Noelle grumbled and got back up. "Alright! Round two, let's go!"_

Noelle smiled at the memory. She was so confident back then.

"You know, you're a lot like her. It's kinda scary, actually." Noelle laughed. "I'm just glad I was able to break that stupid stripping habit; look at all the trouble it's gotten you into."

Gray mustered up a smile that made Noelle's heart skip a beat.

"I know I agreed to wait but this is so boring." Lucy whined like a child.

"Aye.."

"I'm bored too." Marlow sighed.

"Oh I know!" Lucy beamed pulling out a silver key. "Open," She swung her key. "Gate of the Harp Constellation: Lyra!"

A very happy Spirit appeared. She had a blue and pink dress on that reminded Noelle of something out of a nursery rhyme, and she had large white wings on her back, as well as a large harp.

"Oh wow. I haven't seen you in forever Lucy!" Lyra happily said, waving her hands a mile a minute.

"Hey Lyra." Lucy greeted her.

"Say, how come you never call me anymore? It's not fair! I would love to help you out, but you ignore me; you meanie!" Lyra childishly accused Lucy.

"Meanie, huh? You're the one who told me you were only available three days a month."

"Are you sure about that?" Lyra sweatdropped.

"Great, another weirdo." Happy sighed closing his eyes.

"So what would you like to hear me sing? Any requests?"

"Nope," Lucy shrugged. "Whatever you want."

"Do you know any songs about fish?" Happy asks.

"How about a song about death?" Marlow grinned sickly.

"Kay! I got a song I think you're going to love Lucy!" Lyra shouted with a thumbs-up.

"Lyra has the most beautiful singing voice!" Lucy smiled.

"Well, Mira's a singer to you know, and she sings song about fish for me." Happy pouted.

Noelle's eyes fluttered shut as Lyra began to sing a song that she hadn't heard, in a very long time.

* * *

Located in a small mountain village surrounded by mountains of snow, is a medium wooden home. Inside, is a woman, sitting in a large, red leather chair clutching a small child to her chest. The child is a young Noelle, who is about three years old. Noelle's head is pressed against the woman's bosom, and her small hands are twisted into her dress. The woman, who's face is blurred out, smiles down at her; lovingly stroking her hair.

"Can't sleep mama," Noelle tiredly pouts. "Sing for me. Please?" Noelle looks up at the woman's face with big, innocent blue eyes.

"What would you like to hear me sing, my beloved snowflake?"

Noelle thought for a minute and shook her head. "You choose mama."

The woman smiles and taps her chin in thought. "I believe I have just the song! Ah, Nicholai, what are you doing awake?" The woman looks up and notices a small boy, around six years old, watching them with messy white hair, and tired purple eyes.

"I couldn't sleep." Nicholai grumbles while rubbing at his eyes.

"Nicky!" Noelle's eyes light up and her small, stubby arms reach out towards her brother. "Bubba! Come! Mama's going to sing!"

Nicholai smiles at the young girls and makes his way over to the large chair. He pulls himself up in the lap of the woman, and gently takes the young girl from her embrace, setting her down on his lap and using her head as a chin wrest, and his arms coiled around her tiny waist.

"Comfy?" He grins down at her.

"Uh-huh!" Noelle grins back. "Sing mama, sing!"

The woman laughs and hugs her children close to her. "Listen closely my lovelies." She whispered, as she began to sing her melody.

 _"Words are born into air_

 _And quickly fade out in the wind_

 _But they find there way inside you_

 _Where they live on forever more_

 _When the skies are dark and full of rain_

 _Look inside your heart_

 _Light, so warm and all the glow_

 _Shinning just like the sun_

 _You can see just how much you've grown_

 _How strong you are_

 _Love will open up to you_

 _And it starts from the day from the day you first heard those words_

 _Ooooooooh"_

The soft voice of their mother lures the children into a gentle slumber. She smiles down at her children; her youngest, safely tucked against her brothers chest, snoring softly; and her oldest, hugging his sister lovingly, a smile on his face as he gently snored. Her chest swelled with love and pride for the children she held dear to her heart.

"Momma loves her little snowdrops."

Noelle smiled in her sleep, enjoying the warmth and comfort and sense of security she felt, when being close to her mother and brother. It was moments like these that she cherished, and wished could last forever.

But nothing last forever.

Everything has to end.

No matter how badly we wish for them to stay.

* * *

Noelle's eyes snap open and she instinctively clutches a hand to her chest. She slowly breathes in and out, and takes a minute to gather her surroundings; she's still in the cave. Noelle frowns, hurt, and sadness, pinches at her chest. A memory of a time long forgotten.

"Gray, what's wrong?" Lucy asks having noticed his behavior.

Noelle forces her feelings aside and spares a glance at Gray from the corner of her eye. His fingers are interlocked, turning white from the pressure he's applying to them, and his black hair shades his eyes from view. But the tear that slides down his cheek is unmistakable.

With the attention now on him Gray swipes the tear away and speaks in a shaky voice. "Nothing. I'm fine."

"You seem upset." Happy frowned. Marlow looked at Noelle a bit sadly.

"Well, one of Lyra's talents is singing songs that relate to what her audience is feeling." She looks from Gray to Noelle with sadness.

"Did her song make you cry?" The little blue cat asks.

"I," He pauses. "Wasn't crying."

"I think we should skip the singing. We need to stay quiet, we don't want to be found out." Noelle sighed.

"She's right." Gray nodded, though he was more quiet than usual.

* * *

An hour had passed and everyone except for Noelle and Gray has fallen asleep. At first, the silence between them was comforting, but now, it was starting to bug her. Silence made her think, made her remember things, neither of which she wanted to do. She glanced at Gray who had his head down, streaks of tears were stained on his cheek. Noelle frowned. She didn't like this - she didn't like seeing him this way; so sad, so vulnerable. It didn't feel right.

"You know, there's nothing wrong with crying. Its what makes us human, right? Everyone does it," Noelle smiled and swiped the tears from Gray's cheeks. "And for a guy to cry, that's pretty damn manly, I bet Elfman would agree, don't you think?"

There was the tiniest hint of a smile on his face. "You're such a weirdo," He smiled and finally looked up at her. His eyes were red and puffy, and filled with so many emotions. It made her want to hug him.

So she did.

"Was your dream about?..."

"Ur? Yeah," Noelle nodded her head. "I had snuck out of the house one night while you all were asleep. I was really upset about Isoldeth, and my family. Ur found me crying, and comforted me; she stayed with me until I cried myself to sleep, and then carried me to our room." Noelle sighed and ran a hand through her hair. "I should...I should have done something, anything! I should have stopped her from casting that damn spell! But I was so weak, and scared. I stood back like a coward as our Master sacrificed herself."

The tears were falling freely, but she didn't care. Ever since that day she watched Ur sacrifice herself she had felt guilty. She had the power to kill a dragon for God sakes! She could have easily taken Deliora out! At least, that's what she told herself. Truthfully, she didn't know if she could have or not, but she didn't even try, she just watched as Ur gave her life up.

At this point Noelle was sobbing grossly and didn't care if she woke the others up or not. She had kept these feeling caged inside her for yeas, and she'd be lying if she said it didn't feel good to let them go.

The sudden feeling of being pulled into a warm embrace made Noelle tense and halted her crying. "Gray.." She whispered, weakly trying to push him away, but the wizard didn't budge. Noelle sighs and buries her face in his shoulder.

"You aren't responsible, it's my fault," Gray whispers.

He sounded so broken; so lost. Noelle gently cupped his face and made sure he was looking at her. "Gray," She spoke quietly. "Your are not responsible for Ur's death."

"But-"

She placed a finger to his lips, "Even if you did go looking for Deliora, is isn't your fault," she said. "The only one responsible for what happened to Ur is Ur herself; she chose to cast the Iced Shell; she chose to sacrifice her life; to protect the ones most precious to her, that's just how Ur was. She was always looking out for her students," Noelle smiled and brushed his hair back. "So don't go blaming yourself."

"Noelle..." Gray said with his head lowered.

"Yeah?" she blinked.

It was so quick if she would have blinked she would have missed it. A simple kiss on the forehead.

"Thank you," he smiled up at her blue eyes. "So, um..." Gray coughed. Why did he do that?! The Ice mage felt like slapping himself!

Noelle squeaked and fell backwards onto her butt. "Guah! What the hell Gray?! Are you seriously trying to take advantage of me in a moment like this?!" Noelle yelled with a very red face.

Gray blinked. "What?! That's not - I wasn't! I was just thankful, okay?!"

"It wasn't like that!"

"That's what they all say, Fullbuster!"

"Argh! Just forget it, Yuletide!"

Lucy watched the two bicker with one another through half-lidded eyes. She chuckled quietly. Noelle had once said to her that there wasn't anyone capable in the world of thawing her heart.

But Lucy was starting to believe otherwise.

* * *

Nighttime had come and with it came a violent tremor that shook the ground. Noelle who had been sleeping snapped herself awake and took up a defensive stance.

"What the hell is happening?" She yelled as the ground shook beneath her feet.

"What's that weird noise?" Lucy mumbled while wiping the sleep from her eyes.

"Is it night yet?!" Natsu yelled jolting awake.

If things weren't strange enough a large magic circle suddenly appeared over Deliora. It was a pinkish-purple color that shined down a shimmering purple light on Deliora.

"It's a beam of light!"

"Shining down from the ceiling!"

Lucy and Natsu yelled.

"But why is it purple? It must be moonlight." Gray said backing away.

"Its shining on Deliora!" Lucy gasped.

"I don't think that's a coincidence."

"Natsu's right. We need to go investigate." Noelle nodded to her friends.

* * *

As they ran upstairs they suddenly stopped seeing yet another magic circle, similar to the one down below. Noelle furrowed her brows and sniffed the air.

"That smell.. it's so familiar." She knew it, but she couldn't place it quite yet.

"Why would someone cast a magic circle inside this old temple?" Gray says snapping Noelle from her thoughts.

"Let's find out!" Natsu yells.

Following Natsu's lead the group runs out of the temple and takes cover as they come across a group or people wearing robes and masks. They stand around the magic circle that bathes down on Deliora, chanting some strange words that Noelle can't make out.

"What are they doing?" She whispers.

"They're like a freaky cult of monster worshipers!" Marlow giggled.

"It looks like those robed freak are chanting some kind of spell to collect the moonlight." Natsu says as he crouches down beside Noelle.

"And shine it on Deliora," Lucy whispered. "But what for?"

"It's a spell called Moon Drip."Lyra, who appeared from nowhere, decided to answer.

"What are you still doing here?" Lucy asks in a scolding voice.

"I see. That's what they're trying to do."

"Okay tease, fill us in." Lucy told Lyra.

Lyra nodded and pointed at the strange people. "They're using the Moon Drip spell to melt the ice surrounding the demon underground so they can resurrect it."

"What?!" Natsu gasped.

"They can't! The ice used in an Iced Shell can't be melted." Gray quickly defended.

"He's right," Noelle nodded. "Second to my magic, Iced Shell is the strongest kind of ice known."

"I hate to say it but that's not entirely true," Lyra shook her head. "While the Iced Shell is strong it can be melted using Moon Drip; focused moon energy can break any magical spell."

"Idiots! They've never witnessed the wrath of Deliora!" Gray growled out.

"Calm down Gray," Noelle clamped a hand down on his shoulder."We aren't going to let that happen."

"I think what the islanders believe is a curse against them may actually be side affects of the Moon Drip," Lyra says in a hushed whisper. "Concentrated moon energy can contaminate their body, I'm afraid the poor islanders have been exposed to way too much of it."

"I'll make them pay!"

"Hold it," Lucy said punching Natsu. "Someone's coming this way."

Noelle's nose flared and the anger she had been feeling suddenly tripled. Her fist tightened and her canines enlarged themselves.

"I should have known." She growled towards the newcomer.

A man wearing a helmet and cloak walks with Yuka, Toby, Sherry, and Barnet, there's a confident stride in his walk, as well as an air of confidence around him.

"What a waste. I lost so much precious sleep for nothing," Complains Yuka. "We searched all day for the intruders but never found a trace of them."

"Maybe there wasn't any!" Toby yelled with rage lacing his voice.

"I'm afraid I have some bad news Cold Emperor," Sherry steps beside him. "We thought we had intruders during the day, but it seems they got away somehow. I can not speak of _**love**_ in this situation."

"My Emperor," Barnet knelled before him. "What are your orders?"

"Intruders?" He speaks in a voice that sends chills down Noelle's spine and makes Gray's jaw drop.

"So that guys their leader." Natsu whispered darkly.

"He's trying to act all high and mighty wearing that stupid looking mask." Lucy scoffs.

"I don't know I think it looks kinda cool." Happy smiles, a blush dusting his cheeks.

Marlow looked at Noelle with scrunched brows. _'She knows him.'_

"Has Deliora been awakened yet?" The "Cold Emperor" asks.

"It should be later tonight or tomorrow, sir."

"Which one is it girl!" Toby angrily barks.

"The time has almost come, if you see those intruders again, kill them. I don't want anyone getting in my way."

"They must have been villagers. They are the only other people on this island." Sherry says.

"Then destroy the village."

"Yes sir!"

"Understood."

Toby growled and nodded his head.

"As you wish, Emperor." Barnet bowed.

"What?!" Natsu hisses.

"But the villagers didn't have anything thing to do with it." There's fear and anger in Lucy's voice.

"Yeah..we gotta stop him.."

Noelle nodded. "For once," She smirked. "I agree with charcoal for brains."

"It's a shame there has to be bloodshed." The Cold Emperor speaks with a smile.

"That voice..no..it can't be!" Gray's quivering eyes lock with Noelle, as if asking for confirmation.

She nods at him with a tight-lipped frown.

"I've had enough of this sneaking around business! It's not the villagers, we're the intruders your after!" Natsu yelled unleashing a massive fireball in the air.

Noelle groaned and slapped a hand to her face. "You idiot!"

Yuka, Toby, Sherry, and Barnet all looked back with shock on their faces. Natsu grins at them, determination burning within his coal colored eyes.

"Geez I guess there's not turning back now, huh?" Lucy sighs and readies herself into a fighting stance.

"I want to help out too! Want me to sing?"

"No. I want you to go back."

"Aww your no fun."

"I know that mark. Their from Fairy Tail!" Sherry gasped.

"Interesting, those villagers must have gone to the magical guilds for help." Yuka says without interest.

"Don't worry about them. Go eradicate the village." The Cold Emperor says so easily that it even shocks his followers.

"What?" Lucy whispered.

"But why?" Natsu demands.

He chuckled. "Anyone who stands in my way, whether deliberately or not, is my enemy."

"Say what?!"

In that moment all hell broke loose. Natsu and Gray immediately charged him while Noelle and Lucy stayed back.

"You idiots!" Noelle scowled and jumped over the wall they had been hiding behind.

"Stop this crazy ceremony right now!" Gray screamed slamming his fists on the ground and creating jagged pillars of ice that raced towards the Cold Emperor.

The Cold Emperor was quick to act; slamming his palm on the ground and creating a thinner, more neater version of Gray's attack. The two attack collided into an explosion of ice.

"He's an ice wizard too?!" Happy yelled.

"Lyon!" Gray growled.

"Lyon?" Lucy said in confusion.

"I knew it!" Noelle scowled. "You son of a bitch! What the hell are you thinking, Lyon?!" Noelle yelled at him, furry within her eyes.

"How could you? Do you have any idea of what you're doing?!" Gray yelled furiously.

"Oh, Gray, It's been quite a while, hasn't it?" Lyon spoke so casually. As if speaking to a long lost friend.

"Why would you revive Deliora?!"

"To think, that you were one of the wizards called to this island to help those poor villagers. Did you come knowing you would find me? Or is this just mere coincidence? Not that it matters any to me."

With Lyon distracted Noelle ran at him from behind. "Ice Dragon: Wi - shit!" Noelle scowled and flipped backwards, narrowly dodging the blade that had been aimed at her. "You," she glared at Barnet. "Get out of my way."

"As a knight I have sworn to protect my Emperor," Barnet loudly declared. "But," trickles of sweat fell down his face. "As a gentleman, I cannot fight you. Please surrender, and I will ask that the Cold Emperor to spare you."

Noelle glared at him. "Over my dead body! Either fight me, or get out of my way; your choice," she narrowed her eyes and created a sword of ice. "Well?"

Barnet's cheeks were pink and he seemed to be having an internal debate with himself.

"It is against my honor to fight a woman - especially one as beautiful as you, so please, don't make me do this!" Barnet sobbed, large, comical, tears.

Noelle sweatdropped. "Why do I always get stuck with the weirdos?" She grumbled bitterly.

Lyon chuckled drawing Noelle's attention back to him. "Noelle, it's been even longer since I've seen you, and what a shame, you're still as weak as ever. Such a pity."

"You bastard!" Noelle drew her sword and prepared to strike, only to be blocked by Barnet.

"I cannot allow you to harm the Emperor," there were still tears in his eyes. "If that means we must duel, so be it!" Barnet weakly raised his sword in the air and got into a shaky stance. "Prepare yourself for I, Barnet Justus, has never lost in battle!"

"Well I, Noelle Yuletide, don't really care," Noelle rolled her eye., "So cut the knight crap and fight me like a man!"

"Acquaintances of yours Cold Emperor?" Yuka asks.

"Do as you were ordered. I can handle the intruders on my own."

"Hey wait, come back here!" Natsu yelled, not using his head and rushing to chase after them.

"No, Natsu wait! Don't go near him!" Gray yelled out to the idiotic fire slayer.

It was too late. Lyon hit his mark. Natsu started to slowly become absorbed into a ball of ice, only his head, arms, and legs remained unfrozen. If it weren't for the current situation Noelle would have laughed.

"Happy, Marlow, get Lucy out of here!" Noelle commanded and jumped back as Barnet weakly slashed at her. "Really? Is that the best you can do?"

Barnet pouted. "I cannot bring myself to harm you," he dramatically covered his eyes with his arm. "It goes against everything I believe in! If it weren't for your long, flowing hair, and your luscious curves," Barnet peaked back at Noelle with a goofy gaze. "If you were only a man! Why must fate be so cruel?!"

"So," Noelle glared. "You won't fight a woman. Why's that? Are you saying we're weak?" her eyes narrowed. "Listen, pal, the last thing I need is to be criticized by somebody like you," she raised her sword. "You either fight me, or I end you right here, right now, your choice."

"Noelle! Quit wasting your time with that guy and go with Lucy! She's going to need help back at the village," Gray ordered. "Lucy can't protect the village on her own! She needs your help. Now go!" Gray yelled at the top of his lungs, making it clear there was no room for argument.

Noelle stared at him for a moment and sighed. "Fine. Just hit him once for me, okay?" She smirked. "Oh, and do something with this guy," she pointed at Barnet. "He's really annoying."

"Your words hurt my Ladyship!"

"Good!" Noelle yelled and ran off.

* * *

"Quit following me!" Noelle scowled as Barnet chased after her. "Seriously, go away!"

"I cannot do that Ladyship! I won't allow you to interfere with the Emperor's plan." Barnet yelled from behind.

"You're not doing a very good job of that, are you?" Noelle scowled and skidded to a stop. Barnet seemed to be confused as she turned to face him. "So, you won't fight me because I'm a woman, right?"

Barnet nodded,."It would go against-"

"Yeah, yeah, your honor and all that bullshit," Noelle rolled her eyes. "What if I wasn't a woman? Would you be able to fight me then?"

Barnet's brows crinkled. "Well, I suppose. Forgive me Ladyship, but your words have confused me."

Noelle smirked as a purple magic suddenly surrounded her. Barnet blinked, watching as she disappeared in a puff of purple smoke.

"Ladyship?" he called. Had she disappeared? Barnet was about to call out again when a figure stepped from the smoke, but instead of the bodacious winterette he had been expecting, it was instead...a man?!

"L-Ladyship?!" Barnet yelled with a horrified face. "Your curves - they're gone!" his eyes filled with tears. "Don't tell me, you were a man all along?!"

The figure stepped forward, instead of Noelle stood a boy with pale skin and snowy hair, his hair spiked off to the side while being short on the other, he had blue eyes just like Noelle, but they more narrowed. He was wearing a long sleeved black top, white pants tucked into gray boots, and over his shirt he wore a denim vest with a fur hood.

"I knew learning Transformation Magic would come in handy, " Noelle? spoke. "Guess this means you'll be able to fight now," Noelle cracked her/his knuckles and got into a fighting stance. "Oh, and while I'm like this, call me Nick." "Nick" winked.

Barnet shuddered, "I see, well then," suddenly, Barnet's face grew dark and his body relaxed. "Prepare yourself, Nick, for this is the end, today you will die by my blade, and Justus will prevail." Barnet said as he drew his blade.

Nick laughed and crafted his own blade from ice. "That's funny pal," Nick drew his sword back and raced towards Barnet. "But there's no way in hell I'm about to let you or Lyon step anywhere near that village!"

The two charged at each other and clashed swords, Barnet pushed against Nick and Nick pushed back, Barnet jumped backwards and pointed his blade at Nick,.

"You handle a sword well - I'm impressed. But I am only just beginning!"

Again, they clashed. Nick's sword collided with Barnet's and crumbled into dust. He frowned. "So much for using my Maker Magic," he nimbly dodged as Barnet swung his sword. "Iron Fist of the Ice Dragon!"

Nick's fists crystallized over with ice. He charged at Barnet and reeled his fast back and aimed for his face - but Barnet was quick, he whirled around Nick and swung his leg into his back sending him flying. Nick groaned as he crashed down into the earth with blood dribbling from his mouth and down his chin.

Barnet smirked down at Nick with his blade resting against his shoulder. "Brave fairy, you have fought well, but once again, Justus has prevailed. Any last words?" Barnet drew his blade towards Nick's throat.

Nick was panting. The guy had one hell of a kick! He was hurt, but this wasn't over, he still had a trick up his sleeve.

"Please," Nick whispered - purple light surrounded him, and Nick reverted back to Noelle. "Won't you have some mercy? I thought you said you'd never hit a girl?" Noelle pouted.

Her shirt had been torn showing off her cleavage and her hair was a complete mess! She puckered her lips and puffed her chest out.

"Please, I'm begging you~" Noelle purred.

Blood gushes from Barnet's nose and a goofy smile plays on his lips. "O-Oh Ladyship! How I missed your radiant beauty!" Barnet tearfully cries, dropping his sword and opening his arms. "Let us not fight anymore!"

Noelle smirked and switched back into Nick. "Idiot," Nick smirked and crashed his fist into Barnet's face. "Are all knights as dumb as you are?"

Nick didn't give Barnet any time for a counter attack. He flipped onto his hands and swung his leg into Barnet's face - the mighty knight grunted and stumbled backwards glaring at Nick. Barnet opened his mouth to speak - probably to make another speech, heaven forbid, but before he could utter a word Nick headbutted him and then punched his face. Barnet scowled at him and aimed the hilt of his sword at Nick, but Nick dodged it with ease.

"It seems my sword is doing nothing to you," Barnet glared. "Very well then," Barnet dropped his sword and charged at Nick. "We'll settle this with our fists!"

Barnet socked Nick in his jaw and the Ice mage stumbled backwards. "Oh, shit that hurt!" Nick hissed as he held his throbbing jaw. "How can you be so cruel?!" Nick cried, switching back into Noelle, "What kind of man are you?!" Noelle buried her face in her hands and cried loudly.

Barnet's eye twitched. "I will not fall for that again Ladyship," he says, and yet, his heart is pounding and his body is already moving towards her. "Oh how I hate to see a beautiful woman cry! Please, Ladyship, do not shed anymore tears, it does not do you beauty justice!"

Noelle turned her back to Barnet and furiously shook her head. "It's too late!" Noelle held back a snicker. With her back turned to him, she whispered. "Ice Make: Canon" and held the icy weapon against herself.

"Ladyship? What was that?" Barnet asked curiously as he had seen the blue light from her magic.

"Barnet," Noelle whispered seductively. "Come here, won't you please?" she cooed and slipped down the strap of her shirt. "Don't keep me waiting." she winked back at him.

Hearts filled Barnet's eyes and blood gushed form his nose. "Oh Ladyship! I knew you couldn't resist my charm!" Barnet said as he rushed towards her with open arms. "let's us celebrate our newly found love with a passionate kiss!"

Noelle giggled and turned towards him with the weapon hidden behind her back. "Okay, pucker up!" she said teasingly.

Barnet closed his eyes and puckered his lips and Noelle smirked and grabbed the canon and pointed it at him.

"You really are an idiot, aren't you?"

Barnet's eyes flew open just in time to see a blast of ice coming towards him. There was no time to dodge. The icy canon ball crashed into his stomach and sent him flying across the island. Noelle shielded her eyes and watched him fly through the sky, whistling as he eventually fell to the ground.

Noelle sighed and threw her weapon to the ground. "Next time he'll know not to take me lightly."

"Half of the fight was you playing guess who with your genitals."

When did you get here?!" Noelle glared at Marlow.

"When you become a man. You aren't a very good actor."

"Oh shut up!"

* * *

 **End Notes:** Lots of fluff this chapter, because why not? Don't worry, they aren't going to become a couple anytime soon. It's just fun to embarrass them :D

Lucky knows what's up.


	12. Farewell Galuna Island!

**Chapter Twelve:** Farewell Galuna Island!

Noelle was relieved to find that Lyon's cronies hadn't yet made it to the village, meaning that they still had time to evacuate everyone to safety. But, of course, the Chief of the village was going to make it as difficult for them as possible.

"The enemies are going to attack any second now!" Lucy said. She pleaded over and over again with the Chief, who shrugged of ever attempt she made to get him to leave.

"Enemy?" The Chief asked.

"The ones responsible for the "curse" that has transformed your people," Noelle said. "They've been hiding in a temple deep in the jungle."

"I don't care about whose in the temple!" The Chief said as he smacked his cane off the ground. "Why haven't you destroyed the moon?!"

Noelle glared at the stubborn old fool. "The moon is not responsible for what has happened to you people, you silly old fool; the enemies are! Now it's your job as their leader to lead them to safety, damn it!"

"You lie! Now do what I ask of you!" The chief demanded while kicking and thrashing. He probably would have attacked Noelle if two of the villagers wouldn't have restrained the old geezer.

"Chief, please. You have to calm down." One of the villagers pleaded with him.

"Come on, let's go." said another.

"I don't know how they've survived this long..." Noelle grumbled watching the Chief be dragged away.

"He doesn't mean any of that. He's just upset, he's been like this ever since Bobo died." said a red-skinned man.

Lucy snapped her fingers and grinned with fiery determination. "I know how to trap the enemy!"

"You do?" Noelle raised a brow.

"We'll be happy to help if you need us." the man says.

Lucy laughed. "I'm the greatest Celestial Wizard that Fairy Tail has! So why not leave it to me? This will be a piece of cake!" she winked at them.

"You're the only Celestial Wizard that Fairy Tail has, Lucy." Noelle smirked.

"Who asked you?!" Lucy huffed pulling out a key. "Open, Gate of The Maiden: Virgo!"

* * *

"Princess, I have completed the task." Virgo tells Lucy as she finishes Lucy's "master plan".

"Good work Virgo! My plan is going to work perfectly."

"I'm not so sure." Virgo says in doubt.

"What did you just say?!" Lucy yelled.

"This...is so stupid," Noelle groaned pinching her temples. "This, is the best thing you could come up with, Lucy?"

"Hey Lucy," Happy tugs on her skirt. "I really hate to break it to you...but I think you might be stupid."

"Wow, thanks a lot for the encouragement."

"I figured that out a long time ago," Marlow snorted. "But this is by far the dumbest thing she has thought of yet."

"Now, don't be silly. A pitfall trap will get them every time!" Lucy grinned rubbing her chin with her thumb and pointer finger.

"But you can tell what it is by looking at it!" Happy yelled.

Noelle stared down at the crudely constructed pile of leaves, that were thrown over a bunch of sticks on a poorly shaped hole in the ground. This, had been Lucy's plan the whole time. A pitfall trap; the oldest trick in the book.

No one is going to be stupid enough to fall for this!" Noelle groaned.

"Oh yeah? Well, there's only one way into the village. So the enemies are going to have to go over it if they want to get in." Lucy struck a victory pose that made Noelle roll her eyes.

"Yeah, or they could step around it." Noelle smirked.

"Or climb the fence." Marlow added.

"Fly over." Happy giggled.

 _"Shut your mouths!"_

Happy sighed. "Well I still don't think they are going to fall for it."

"Umm me either." A green skinned woman says raising her hand.

"I'm sorry but I agree with them." The red-skinned man from before says.

"Me either Princess. I have to concur." Virgo says in agreement with the villagers.

"Not you too! Go ahead and doubt me. You'll see."

Noelle couldn't help but laugh about how upset Lucy was. Did she really think people were going to praise her for a trap older than time?

"Oh Lucy." Noelle sighed.

"Miss Lucy! It looks like there's somebody heading this way!" A villager standing watch at the top of the gate yells down to them.

"That's gotta be them. Open the gate!" Lucy yells with a point.

"Right!"

The laughter was spitting out of Noelle's mouth before she could stop it - full blown, gut busting laughter that nearly had her on the ground. She couldn't help it! The expression on Lucy's and the villagers faces as Natsu waddled through the gates, trapped in a giant ball of ice was just too much for her to take! And when Lucy started to scream; Noelle nearly died.

The only thing that had gotten her to stop laughing was seeing Gray hunched over Natsu's back. He was unconscious, and his clothes and body was battered, torn, and stained with blood. Even from where she stood, she could see the deep, purple and yellow bruises forming on his skin. Noelle's eyes widened not believe that Lyon had gone so far, to cause so much pain and injury to his childhood friend; she didn't understand. Noelle quickly dashed towards Natsu and Gray as the pyromaniac tumbled towards the poor crafted trap. She jumped over the hole with ease, and grabbed Gray from Natsu's back as he tumbled down into the hole.

Noelle stared down at Gray feeling extremely guilty for leaving him to fight Lyon alone. "Gray..." She whispered. Noelle carefully moved Gray from her arms, an onto her back, grunting as his weight was transferred to her. She slowly walked over to the trap and peaked down at Natsu, while careful to not step too close.

"You okay Smokey?" She called down to him.

"I'm good." Natsu groaned.

"Do you need any help getting out?"

"Nah," Natsu shook his head,."I'm good here. You just get frosty some help, alright?" He grinned at her.

Noelle could see that he was worried though. Nerveless, Noelle assured him that she would find Gray some help, and quickly.

And then she would find Lyon and kick his ass for causing them so much grief.

* * *

Lucy and Natsu were devising a plan of attack for the incoming invasion, while Noelle tended to Gray's wounds. The villager had given her a medical kit to use until they were able to get him proper treatment. Gray was still unconscious, and would flinch away whenever she would touch him or go to clean his wounds. Noelle ran her finger over one of the scars on his arm and as expected he flinched.

Noelle sighed and laid Gray's head in her lap. She glanced towards the shadows of the village and frowned. She got the eerie feeling she was being watched and she had a hunch about who it might be.

"I know you're there. Just come out already."

There was a gasp that was quickly covered by a cough. Noelle rolled her eyes as Barnet stepped out of the shadows.

"You were able to see me?" He asked in amazement.

"Well, it's more like I smelled you." Noelle said as she positioned Gray in her lap. "What are you doing here? I'm in no mood to fight."

Barnet shifted in place and nervously looked around the village. "I haven't come to fight, Ladyship. I come to offer my apologies." He said while bowing to her.

"Oh really?" Noelle said. "And I should believe you, why?"

Barnet nodded. "You have every right to be suspicious of me, Ladyship; but as a knight I give you my word - I am not here as an enemy. After out fight I began to rethink my decisions and actions, and came to the conclusion that I was in the wrong." Barnet frowned and rubbed at his neck. "You see, I firmly believed in the Cold Emperor's goal of reviving Deliora so that he may fight him. The Cold Emperor - Lyon - had convinced us that he would get revenge on Deliora, and end the suffering we have endured over the years."

Noelle absentmindedly twirled a lock of Gray's hair while listening to Barnet's story.

"I think I get it - you were all victims of Deliora's attack?" Barnet nodded. "You have my condolences. But I can't accept your apology - not yet anyway."

"Then what is it I need to do for you to accept my apology, Ladyship?"

"Firstly, stop calling me Ladyship. My name is Noelle. Secondly, if you really want me to accept your apology than you're going to have to help us protect the village. That means battling your friends. Can you handle that, or is this all just some ruse you're trying to pullover us? If that's the case, this time around I won't be so friendly. I'll do whatever it takes to protect this village - even if that means killing you." Noelle narrowed her yes in a cold glare that let him know she wasn't kidding.

"I understand Lady - Noelle. I am a man of my word." Barnet bowed. "I only ask on thing..."

"What?"

"Please don't make me fight Sherry! I wouldn't be able to resist her curves, and her beautiful pink locks!" Barnet wailed, dramatically posing.

Noelle felt her eyes twitching. _'Why do i always get stuck with the weirdos?'_

* * *

It was later when the shouting of villagers caught Noelle and Barnet's attention. Their eyes were directed to the sky as a familiar pastel blue rat flew in the sky using its tail as a propeller. On top of the rat(Angelica, she remember hearing Sherry call her)were Yuka, Toby, and Sherry. The rat appeared to be carrying a giant bucket of odd smelling green goo with it.

"What is that?" Noelle questions as a blob of the jelly falls form the sky and down towards her.

"Ladyship move!"

Barnet pushed Noelle and Gray out of the way just as the blob crashed to the ground and melted the soil beneath it.

"Double-Poison Jelly?! They're out of their minds!" Barnet yelled fearfully.

"I want everyone to get in the center of the village!" Natsu suddenly yelled.

"Got it! Barnet, help me with Gray!" Noelle ordered and swung one of his arms around her neck while Barnet took the other. With haste they rand towards the center just as Natsu jumped into the air with Happy catching him. "What are you up to Natsu?" Noelle whispered once they had made it to safety.

"I'm not going! I won't leave Bobo's grave!"

Noelle glared at the stubborn old man. "Are you crazy?! You're going to die!" Noelle screamed at him.

Noelle looked from Moka and to the jelly that rained from the sky. "Damn it! Barnet, make sure nothing happens to Gray, got it?" She said to the knight and dashed towards Moka before he could question her.

Marlow watched Noelle from the center with a slightly worried expression. _'_

Noelle hovered over Chief Moka and focused her magic around her. "Ice Dome!" Noelle raised her arms into the air and a thick layer of ice followed; a dome of ice formed over both her and Moka. She could sense the jelly as it bounced off her shield and splattered onto the ground. Thankfully, the ice she used was quite durable - not even fire would be able to melt it without a fight. Once the chaos died down Noelle released the dome and glared down at Chief Moka.

"Think of your people before you act foolishly next time." She scolded him.

Everything in the village had been destroyed by the jelly except for the middle and the area where Noelle and the Chief stood.

Chief Moka stared at Bobo's grave with watery eyes. "Bobo's grave is still standing.."

It was standing, until Yuka kicked it over, followed by Lyon's other two lackeys.

"The Cold Emperor ordered us to eradicate the village and it's people," Sherry said. "We were trying to show mercy by making your deaths quick and painless, but since that didn't work... we'll have to resort to bloodshed."

"It won't be our blood." Noelle hissed at Sherry.

"Fifty villagers, three wizards, one traitor. Shouldn't take more than fifteen minutes." Yuka spoke easily.

"Count again because there's five wizards!" Happy yelled holding up his and Marlow's hand.

Chief Moka broke out in another on his tantrums and the villagers hurried and took him away from the soon to be battle.

Noelle sighed. "Crazy fool. Are you guys ready?" Noelle asked taking a fighting stance.

"Let me help you."

Noelle's ears twitched and her body stiffed. "Gray, stay out of this."

"No way, not gonna happen. We don't need your help." Natsu firmly said.

"Natsu, don't do this m-" Natsu marched towards Gray and slammed his fist into Gray's gut.

Noelle felt bad, but he would only hurt himself more in the fight to come. He was only looking out for him.

"But why?.." Lucy whispered.

"He's giving Gray some tough love," Happy answered, "Natsu knows he's in no condition to fight so he had to stop him."

"So they do care for one another, huh?" Noelle smirked.

"Can you look after him for us?" Lucy asked the red-skinned man who had Gray draped over his shoulder.

Noelle was worried. Was it safe for him to be alone? What if Lyon came looking for him? He was already in horrible condition - he wouldn't be able to take another beating. Noelle drummed her fingertips against her thighs and tapped her foot against the ground.

 _'Gray's going to be fine. Lyon won't get the chance to hurt him anymore when I'm through with him. I can't believe him...I can't believe he would try to destroy everything Ur sacrificed for us!'_

"No problem Miss Lucy. Alright, let's go-"

"Wait," Natsu held up a hand. "Go with them, Noelle."

"What?" Noelle snapped at him.

"What good are you going to be in a fight if you're constantly worrying about him?" Natsu said pointing to Gray. "So just go. We'll be fine here."

Noelle glanced back at Gray and sighed. "Fine. I'll go."

"I will stay and fight with lot of you. Do not worry yourself Noelle. I will not allow harm to come to your friends." Barnet declared as he drew his sword and pointed it at Lyon's group. "It's the duty of a knight to protect the lives of the innocent; this, I now realize. Prepare yourselves, I, Barnet Justus, will not let you bring harm to the villagers!"

Noelle softly smiled at he knight. "Thanks, Barnet." As she was leaving with the villager carrying Gray, she stopped by Lucy and held up her fist. "Hey - don't die - okay?" She grinned.

Lucy smirked and knocked her fist against Noelle's. "Got it! And you better not let anything happen to Gray, but I know you won't." Lucy smiled.

"Don't worry. He's in good hands." Noelle grinned and ran after the villager.

* * *

"You sure he's going to be fine? He's got pretty roughed up in his fight against Lyon, and then took a pretty hard hit from Natsu."

The villager -a kindly old woman with grey hair and demonic features- smiled brightly at Noelle.

"The boy is going to be just fine young lady. You must really care about him! It's so nice to see young couple devoted to one another."

"G-Gray and I aren't a couple!" Noelle blushed and back away from the woman while waving her arms. "He's just a friend!"

"Your eyes tell a different story," The woman laughed lightly and patted Noelle on the head. "With plenty of rest your friend will be fine. Try not to worry yourself too much. For now, rest. You and your friends have had quite a day."

"Yes Ma'am." Noelle sighed

* * *

Gray groaned. He felt groggy and extremely sore. What the hell happened, and where was he? With a quick look outside he remembered he was on Galuna island and the fight he had with Lyon.

"Where am I?" He asked in a groggy voice.

"Oh good. You're awake! How are you feeling?" Asked an elderly villager.

"Better, I guess."

"That's good," She smiled. "Now that doesn't mean go rushing into battle, ya hear? You've had all your friends worried, especially your girlfriend over there!" The woman points a finger off in the corner.

"Girlfriend?" Gray looked over in the corner and found Noelle slumped against the wall. Her arms were folded over her chest and she had one leg kicked over the other, and was staring out the window.

She sighed and looked down at the ground. Almost as if she had sensed him staring her icy blue eyes met him. She seemed surprised - but then she smiled and slowly got to her feet.

"How are you feeling?" Noelle asked Gray.

"Somewhat better. What are you doing here? You should be out there stopping Lyon."

"What? My company not good enough for you?" she chuckled. "Natsu ordered me to come back here with you. He said I wouldn't be any good in a fight if I was too busy worrying over you, I guess it was a smart decision," she admitted with a blush. "You did have me really worried."

Gray frowned. He hadn't meant to worry his friends - he just wanted to stop Lyon. If Deliora were to be revived...none of them would survive, and he wasn't willing to lose anyone - not again. Gray tightened his fists and glared at the ground.

Noelle sat down next to Gray and curled her legs to her chest. "You know, you don't have to suffer through this alone - we're all here for you, and we want to help you."

"This is my problem alone," Gray frowned. "I have to be the one to stop Lyon. There's something I need to tell him."

"But it's not," Noelle frowned. "Ur was important to me too, Gray. So is Lyon. I just...can't believe he'd go this far. I always knew he was obsessed with being the strongest but this, this is wrong. That's why I want to stop him. Ur didn't give up her life for Lyon to go and destroy everything she sacrificed to protect, so whether you like it or not, this is my problem, as much as it is yours. Understand?" she poked him in the head.

Gray sighed knowing there was no point in arguing. He decided to switch subjects.

"So, when did you become my girlfriend?" he grinned, slinging an arm around her shoulder.

Noelle's face lit up like a Christmas tree. "Did that crazy villager say that?! I told her we were just friends" Noelle groaned and covered her face in hopes of hiding her scarlet face.

It wasn't working.

Gray chuckled and poked her forehead. "Red is a good color on you."

Noelle squeaked and backed away from him. "Y-Yeah?! Well black and blue is about to be a good color on you - idiot!"

* * *

The hours passed and soon the sun was again shining in the sky. Noelle had been awake for the last hour watching over Gray who's head was laid against her stomach. She didn't mind, her mind was elsewhere. There was something in the air; pure evil, that sent a shiver down her spine.

 _'Could this be one of Lyon's tricks? What else could he possibly have up his sleeve?'_

"Noelle?.."

"Hm?" Noelle hummed looking down at Gray. "You're awake. That's good. We need to head out now." Noelle gently pushed his head off her stomach and stood up. "We gotta take down Lyon."

"Right."

* * *

"Hey, do you feel that?" Noelle asked as she and Gray stepped out of the room they'd been staying in.

"Feel what?" He asked.

Noelle tapped her chin in though, "I don't know. There's just something off...and I can't really explain it. But, it feels...almost malicious."

"Oh thank goodness, I'm glad you're awake." Says a girl with dark blue hair and brown eyes.

"What is this place?" Gray asks.

"It's a storage area that's not too far from the village. Everything was destroyed in the attack last night. So we decided to come here for shelter."

"The whole village? That's horrible." Gray who seemed to be lost clutched his chest. Noelle watched him wearily from the corner of her eye. Maybe this wasn't a good idea? He still wasn't one-hundred percent.

"It's a miracle that Natsu and Lucy were there. Thanks to their bravery, everyone was able to make it out alive."

"I could have helped too." Noelle grumbled. She always got left out of the good fights.

"Please don't be hard on yourself," The villager frowned. "You were looking out for your friend."

Noelle looked over at Gray and he smiled at her. She looked away with pink cheeks.

She nodded. "Yes, they actually wanted me to show you to their tent once you had finally woken up."

"Which tent?"

"They are waiting for you over in that big one right over there." She points to a large tent.

Noelle narrowed her eyes. Something felt very off, as if the sinister feeling were coming from there.

* * *

"You've made me wait, not smart."

Noelle felt her heart drop into her stomach. _'We're dead.'_

"Erza!"

Marlow growled as he seen Noelle. "Kill her! She left me - with Lucy - of all people!" He was tied to Happy who was crying.

"Shut your mouth cat!"

"Why are they tied up?" Gray, not at all fazed, asks the intimidating woman.

"Lucy's got me up to speed with everything that's happened. I thought you were sent here to stop Natsu and these two - " Erza looks to Noelle. "Three, fools. I expected better of you, Noelle. I'm very disappointed."

Noelle felt like sulking in a corner. _'Talk about harsh...'_

"Where is Natsu anyway?" Gray asked.

"That's something we'd all like to know." Erza said with authority and annoyance.

"The last time I saw him he was fighting against the Cold Emperor's lackeys, but when we went back to where the village was; there wasn't any sign of him. Wherever he is I hope he's okay," Lucy hung her head. "Anyways, since we couldn't find him Erza demanded that we take her to you, but I had no idea where you ended up."

"So Happy and I did some scouting from the air and from up there we could see that the villagers moved into this storage area." Marlow sighed.

"Aye..."

"Okay, we are going to search for Natsu and then we are going back to the guild." Erza said marching towards the tents exit.

"But the villagers need our help!" Noelle frowned.

"But we can't leave the island just yet! If Lucy filled you in then you know exactly what these villagers are going through right now." Gray yelled at her.

"And what would be your point?" She glared at him. "I came here solely to apprehend these fools for breaking the rules of the guild. I'm not interested in anything other than that."

"How can you say that? If we don't do something the villagers will be killed!"

Would Erza just really walk away from them like this?

"She's right! Have you even seen what's happened to the people on this island?!"

"I have."

"And you're still just going to turn your back on them?!" Gray yelled furiously.

"Their request is posted on the board of every guild hall. The villagers would be better served by wizards who are cleared for S-Class. You are not qualified."

Noelle was shaking with rage. "They'll be dead by then! I thought you of all people would realize this! If you turn your back on them now than your no better than Lyon. How can you be so heartless?!"

"What did you say?" Erza turned slowly around with eyes full of rage and anger.

Noelle felt sweat trickled down her neck and her confidence slipping away. _'Im so dead.'_

"That's no way to speak to the great Erza!" Happy yelled.

"You suck up..." Lucy mumbled.

"What a time to grow a backbone, Noelle." Marlow rolled his eyes.

"Have you chosen to defy the guilds rules as well?" Erza demanded to know requipping a sword form her requip space. She held the blade against Gray's neck with ease. "You'll face the same punishment."

Noelle was beginning to question whether they should listen to her or not when Gray suddenly grabbed the blade and lowered his gaze.

"Do what you must," he spoke lowly. "For me there no other choice to be made," Gray lowered the blade and grabbed Noelle's wrist and walked towards the exit of the tent. "We're seeing this though to end, and you can't stop us."

Noelle stared at him completely speechless, it was like he was a different person.

"Gray," She chuckled softly and smiled at the back of his head. "Your full of surprises, aren't you?"

* * *

It wasn't too long after Noelle and Gray's departure did Erza and the others catch up with them. It was clear on her face that Erza was still furious with them, so she stuck close to Gray. He'd make for a good shield if Erza decided to suddenly attack them.

Gray decided to break the silence and Noelle's thoughts.

"Even back when we were kids Lyon's always dreamed of surpassing Ur's magical abilities, but since she's gone he can't challenge her directly. So he's decided it's up to him to kill Deliora because it's the one thing she couldn't do."

"Well yeah, I guess that's the only way to challenge someone who's dead." Lucy frowned.

"Aye."

"Lyon was always bugging me to fight him when Gray wouldn't," Noelle smiled at the memory. "I wasn't very strong, so he always won our fights. Then I would have to spend the rest of the day listening to his brag about how strong he was." Noelle chuckled.

Despite how often they fought and argued as kids, the two were very close to one another. In fact, you could say they were the best of friends; always looking out for one another, and finding ways to get on Gray's last nerve together. He reminded her a lot of her brother sometimes, which is why she had probably taken to him so quickly. But now, she couldn't find any trace of the boy she used to know, and it saddened her. She always wondered if she, Gray, and Lyon would meet again; but never like this.

Gray's eyes narrowed and he leaned against a tree for support. His voice suddenly became serious. "Listen, there's something that Noelle and I never got tot ell him. We kept it secret. Ur made us promise that we would never let him know, but we have to." There was a pause that kept everyone on edge. "Ur may not be with us, but she's still alive."

Erza was the first to break the silence. "What do you mean?" She asked in a gentle voice that surprised Noelle.

"Its been ten years," Gray began seemingly lost in thought. "Deliora attacked my hometown. I had never seen such destruction - the whole place was wiped out in less than a day. Ur and Lyon were the ones to find me and pull me from the rubble," Gray's fist tightened. "I made a vow in front of my parents graves that I would make Deliora pay, and that I would be the one to stop him. That vow, is how it all began."

Noelle crossed her arms behind her back and kicked at a rock on the ground. "Ur, was an amazing person." Noelle smiled as a memory came to mind.

 _"Training with me isn't going to be easy. Don't think for one second I'll take pity on you because you're a kid."_

 _Noelle huffed and wrapped her scarf tightly around her neck. "I never asked you to. I can handle whatever you throw at me!" She grinned toothily and stuck up a thumb. Ur had brought Noelle, Gray, and Lyon up to the mountains to train. Noelle was pumped to learn some new magic! She'd be able to get stronger and finding Isoldeth and Nicholai would be easy as pie!_

 _"Let's get started then!" Ur smirked and in a flash shed herself of her clothing so she was only in a green bra and matching underwear._

 _"W-What the heck are you doing?!" Noelle's jaw dropped and a tinge of pink spread over her cheeks. "You're crazy! Why are you in your underwear? Lyon, Gray, help me - why are your clothes gone too?!" Noelle's jaw dropped even further seeing the white-haired and black-haired boy in nothing more than their boxers._

 _"The first step in my training is to strip." Ur said with a confident smirk._

 _"What?! Why?! It's snowing out! We'll catch colds!"_

 _Lyon groaned and rubbed at his temples. "Hurry up and do it Noelle. You wanna learn magic, right?"_

 _"Stop crying already, will ya?" Gray scoffed._

 _Noelle glared at them and stuck up her nose. "I already know magic," Kicking at the snow Noelle met Ur's determined eyes and sighed. "This better not be a prank..." Reluctantly she shed her sweater and jeans and was left in nothing but a white sports bra and loose gray shorts. "This is stupid." Noelle said with a pout on her face._

 _Ur immediately started running with Lyon and Gray chasing after her. Noelle gasped and tried to run forward, only to have the snow catch her feet. Groaning she stood up and shook the snow off her body._

 _"These people are insane!" She huffed and jogged to catch up with them. "I thought you were going to teach me a new kind of magic!?"_

 _Ur didn't answer her. She was too focused on the path ahead._

 _Noelle growled and pushed her body forward; passing Lyon and Gray and started running beside Ur._

 _"Hey! Don't ignore me. I hate when people ignore me!" The snowette pouted fiercely._

 _"The magic I practice is called Maker Magic. Out of all the magic arts, I feel it gives you the most creative freedom. In fact, every wizard who practices maker magic has their own unique style. If you train hard," Ur glanced at Noelle from the side. "Then someday, you'll create a style all your own."_

* * *

Noelle shed tears as she remembered the day they lost Ur forever.

* * *

 _Brago. Brago is where all Noelle's hope came crashing down. The town was under attack by a vicious monster by the name of Deliora. The residents of the town gathered on top of a hill watching with horrified stares at the monster rampaged and destroyed everything they loved. It was horrible; Noelle couldn't believe what she was seeing. It made her stomach ache and brought back many memories she had suppressed over the years._

 _"Is she going to try to stop Deliora by herself?! There's no way! She'll die!"_

 _"Get out of their lady! He'll kill you!"_

 _Noelle tore her eyes from the monster and focused on what everyone else was saying. Down below a woman stood against the monster; a woman with purple hair and a leg made of ice. Realization dawned on Noelle and her icy blue eyes widened in fear. It was Ur! But wait, was she going to try and stop that monster by herself? There's no way! She'd die!_

 _"Ur don't do it!" Noelle screamed and tried to run to her Master but the villagers held her back, "Let me go! I have to save her!" Noelle screamed as she thrashed in their arms. "I SAID LET ME GO!"_

 _With anger surging through her veins Noelle sunk her fangs into the villagers arm who screamed and released her. Freed, Noelle sprinted down the hill and came to a stop beside Gray, who's eyes were filled with tears, pleading to Ur not to do it._

 _Noelle's legs buckled and her fingers shook but she was somehow able to find her voice."Ur! What are you doing?!"_

 _For a moment Ur glanced back at Noelle and smiled. "Noelle, you shouldn't be here. This isn't something that you should see."_

 _"What are you..."_

 _Ur's body suddenly became shrouded in an icy glow and she closed her eyes in concentration._

 _"Stay back!" She ordered Noelle and Gray._

 _Ur spread her legs apart and crossed her arms in an X formation; flipping her left palm up. Magic circles surrounded Deliora and the aura of ice intensified around Ur._

 _"No Ur don't do it! Y-You can't!" Noelle felt her heart drop. If she used that spell then..._

 _"I won't ever let you hurt my students again! This is the end of the line, you monster!"_

 _"YOU CAN'T!"_

 _"Absolute freeze! Iced Shell!"_

 _Ur uncrossed her arms and beams of ice pierced Deliora's skin. The monster howled with pain as icy slowly started to cover him. Ur's skin began to crack and her eyes glazed over._

 _"Ur no! Please don't!" Gray cried out to her._

 _"It's a sacrifice I have to make in order to save the three of you. My body will become the ice that will seal the demon Deliora for eternity. Gray, Noelle, promise me this one thing; please, tell Lyon I died. If he found out my body turned to ice, he'd probably spend the rest of his life trying to find a way to undo the spell, and that would make my sacrifice meaningless. I want Lyon to see the world and live a full life and Gray, I want the same for you._

 _Noelle dropped to her knees and buried her face in her hands. "No! You can't go!" Noelle screamed as her heart shattered._

 _"I'm begging you, please don't do this! I'll do whatever you tell me to from now on!" Gray cried our in desperation._

 _"There's no reason to be sad," Ur smiled at them. "I'll live on. So please, don't cry. I may not be with you, but I will protect you from Deliora; be strong, and make me proud."_

 _"Please Ur..." Noelle sobbed. "Don't go..."_

 _"Don't cry Noelle," Ur told her as she began to fade away. "You need to be strong, and carry on; your family is waiting for you; you'll find them. I know you will. Even as I no longer here with you physically, I'll always be with you in spirit - you'll always be my students, who I'll watch over, and protect. So live, live for me."_

 _"UUUUUUUURRRRRRRRR!"_

* * *

 _Hours had passed since Ur's sacrifice, but Noelle hadn't bothered moving from her spot. She couldn't look away from the ice that encased Deliora. Her heart felt numb and the world around her seemed to stop moving. Gray sat a few feet away from her crying his eyes out. Noelle couldn't cry anymore. What would be the point in it? Ur was gone and crying wasn't going to bring her back._

 _"Ow. What did she do to me? That's Deliora! How did it happen? Did Ur cast the spell?! Did she?! Where is she now?! Tell me!" Lyon, having been knocked unconscious by Ur, reawakened confused and angry._

 _"She.. she's dead.." Gray whimpered._

 _"No... NOOOOOOOOO! YOU JERK! HOW WILL I SURPASS HER NOW?!" Lyon tackled Gray with tears streaming down his face. "She's dead and so is my dream, because of you!"_

 _"I-I'm sorry!"_

 _"That's not good enough! It won't bring her back! You killed my dream! If you hadn't challenged Deliora then this wouldn't have happened!" Lyon stood up and stared down ominously at Gray. "It's your fault she's dead. You're the one. You killed Master Ur."_

 _She heard enough. "Shut the hell up!" Noelle screamed and punched Lyon's face. "Your dream this and your dream that! Is that all you care about?! Ur's dead and all you can do it talk about yourself! So what if your dream is dead! Who cares! Go out and find another one and stop taking your anger out on everyone else, Lyon! UR DIDN'T GIVE HER LIFE FOR YOU TO ACT LIKE SELFISH BRAT!"_

 _Lyon's emotions never wavered as he stared up at Noelle. "He's the one who killed her! Why aren't you telling at him!" He pointed at the Gray who looked at Noelle with sorrow filled eyes._

 _"Ur killed herself," Noelle whispered as she walked away from them._

 _"WHERE ARE YOU GOING?!" Lyon screamed._

 _"I don't know." Was all Noelle said as she walked away from the boys who she began to considered brothers, and the woman she considered a mother._

 _She had lost another person she cared about._

 _How many more people would she lose?_

* * *

Gray frowned.

She was crying, sobbing loudly and hiding her face behind a veil of white hair. He didn't like it. It made him angry, but why? Seeing her so distraught, in so much pain - he didn't like it.

Not one bit.

Noelle was holding herself tightly and crying. She had tried to keep the memories from surfacing for so long but with everything was happening, she couldn't do it anymore. She hadn't even felt herself being taken hold off until she was pressed against his chest. She relaxed a bit and clung to his shirt. He shouldn't be comforting her - they should be looking for Lyon!

She took a long breath and pushed herself away from Gray. "I'm okay."

"Are you sure?"

"Yeah, I'm fine. Let's just get this over with. I don't want to be here anymore."

"Hey guys," Lucy called. "Is it just me, or does that temple look a little... crooked right now?"

"This has Natsu written all over it." Noelle sighed.

"It seems most accurate." Erza narrowed her eyes dangerously.

"I don't know how he managed to pull it off, but he's the only one who'd do something that crazy," Gray smirked a bit. "It's a pretty good idea if he did it on purpose. Since the temples tilted like that the moonlight won't hit Deliora.

Noelle nodded in agreement with Gray. "Leave it to Natsu to do something dumb and have it turn out smart."

"You mean his habit of destroying stuff actually came in useful for once?" Lucy said craning her head to the side in mimic of the pyramids position.

"My heads stuck!" Happy whined.

Marlow grinned. "I'll fix it! Hiyah!" The cat lunged his foot into Happy's neck and sent him crashing into a tree. "Oops."

"You're mean Marlow!" Happy cried.

Noelle suddenly found herself being pushed to the ground by Gray as blades soared above their heads. An attack? By who? Lyon's flunky's? No, Natsu and Lucy handled them. Then who? Noelle sniffed the air and crinkled her nose. They smell...familiar, somehow.

"Who's there?!" Erza demanded.

"We've tracked you down, Fairy Tail!"

"We won't allow you to interfere!"

"Lyon's minions?" Erza scowled and summon a sword. "I can handle them myself."

"You sure?" Gray asked with concern.

Lucy smiled and cracked her whip. "We'll fight with her! You just go and do what you gotta do."

"Aye!" Happy agreed holding a half eaten fish.

"I want to hit people too!" Marlow declared as he grabbed a stick.

Gray lips twisted in a smile. "Thanks, you guys," He took a step forward and stopped before looking back at Noelle. "Are you coming or staying?"

"I'm coming with you, obviously. I'm not going to stand idly by and let Lyon disgrace Ur like this."

"I thought you'd say that." Gray smirked.

Noelle moved towards Gray when he suddenly whirled around and delivered a fist to her stomach. Noelle gasped and stared at him in disbelief. His eyes were darkened by his hair and his fists were tightened.

"I can't let you do that."

"...Gray...you...son of...bitch." Noelle gasped as the air left her body and her world turned black.

"The only one who can stop Lyon is me. Sorry Noelle, this fight isn't yours."

* * *

"Noelle, wake up! Hey! Get up already! Come on Noelle!"

A groan falls from the ice wizards lips and she finds herself staggering to her feet.

"Marlow?" Noelle hisses and clasps hold of her aching gut. "Man," She groans, "It feels like I got hit by a train. What the hell happened?" Looking around Noelle noticed instead of at the temple they were instead on a beach along with the others. "Wha.." Her sentence trailed as she spotted Gray leaning against a rock next to her.

Noelle staggered to her feet and glared at the ice mage. He knew that she wanted to be part of the fight - he knew that, and he still betrayed her in the end. Where the hell did he get off playing hero! She had a right to there too. Noelle's eyes burned with anger and a icy mist swirled around her fists.

"You!" Noelle hissed at him. "What the hell gives you the right, Fullbuster!"

Gray sighed. "I told you it wasn't your fight. Anyways, it's been dealt with. It's over with." He kept a weary glance on Noelle just in case she moved to attack. The last thing he wanted was another fight on his hands.

"What do you mean?" Noelle demanded to know.

"Deliora... was already dead. One hit and he crumbled into to dust."

Already dead? Then that means that over these last ten years Ur was slowly depleting Deliora's life force. Even in death, she still found a way to protect them.

"What happened to Ur?" She asked.

"Ur's body melted and became one with the sea. She still alive though," He smiled at her. "Only now she'll be watching us from the sea." Gray walked over to her and placed a hand on her shoulder and gave it a squeeze. "It's over now. We can move on."

"We, don't you mean you? Your conscious may be clear but mine isn't; far from it. Any chance of finding closure I had was robbed the moment you decided to play the self-righteous hero."

"Noe-"

"I don't want to hear it! Just, leave me alone." She threw him one more glare before stomping off to the other side of the beach with Lucy and Natsu. "So what now?" She was fed up with the island now and wanted to go back home and sleep for a week straight.

"Aw cheer up Frosty! We just completed an S-Class mission!" Natsu cheered snaking his arms around her shoulders. "We totally finished an S-Class quest all by ourselves!" Natsu yelled and jumped up and down like a little kid high off sugar.

Noelle couldn't help the smile that cracked on her face. "Don't blow a fuse, Smokey."

Lucy sighed. "I was kinda worried for a while there, but it worked out thanks to you guys amazing teacher," she says making Gray and Noelle smile. "And maybe now the Master will let us go on the second floor!"

Noelle couldn't help but feel as if they were forgetting something though. But what? They had taken care of Lyon and his lackeys and stopped Deliora, so what were they forgetting?

"Hold it! Isn't there something you're all forgetting about?" Erza spoke. "You came to this island to help the villagers. The request was for you to return them to their original forms. You still haven't completed your S-Class quest yet."

"But I don't understand. The curse should be lifted now that Deliora's dead." Lucy said.

Erza shook her head and folded her arms across her chest. "Wrong. This curse you keep talking about never had anything to do with the demon. The villagers have been affected by the intense magic energy caused by the Moon Drip spell. In other words, Deliora's death isn't going to change their current situation whatsoever."

"Oh no!" Lucy gasped.

"I told you all from the beginning that there's no such thing as a curse," Noelle clicked her tongue and tangled her fingers in her hair. "It still doesn't explain what the hell is going on around here though."

"Well then we better go and change them back!" Natsu grinned.

"Aye Sir!"

Natsu and Happy high fived and Noelle sighed.

"Yea but we don't know how," Gray said. "Lyon," he turned to the white haired boy. "Do you know?"

Lyon glared at them with his arms folded and one leg propped up. He was covered in scars and bruises; Gray must have really done a number on him. Noelle felt no pity for him though. He deserved it.

"To be frank, I don't have a clue." Lyon said with little to no emotion.

"You don't know?" Natsu asked doubtfully.

"What?!" Happy yelled.

"But they told us the curse started about the same time you guys got here." Lucy said stepping forward.

"When we first arrived three years ago we were aware there was a village somewhere on this island, but we had absolutely no reason to communicate with the villagers; so we left them alone, and they never came to the temple to see what we were up to."

Erza narrowed her eyes at him. "In three years you've never once met?"

"I don't understand. The light from the Moon Drip is so bright you can see it from practically anywhere on the island. It's kinda weird that they saw it every night and never went to investigate." Said Lucy as Noelle nodded in agreement.

"It does seem a little fishy." Noelle frowned and folded her arms over her chest.

"The villagers weren't affected by the Moon Drip," Lyon sighed. "It doesn't affect the human body."

"Yeah right! You're just saying that so you and your lackeys will be let off the hook!" Natsu said with a raised fist and angry glare. He had every right to be distrustful of Lyon. Noelle didn't trust him either, not anymore.

"Just think about it. I've been exposed to it as long as they have and my appearance hasn't changed one bit."

Noelle snorted. "And yet, you've still got that ugly mug of a face."

"I wouldn't trust them. Those villagers are hiding something," He said seriously, turning his head away from them. "But, I'm sure you _Guild_ wizards can handle it."

"Don't think we're done with you! You destroyed the village and-" Natsu never got to finish his sentence. Erza had grabbed him by the cheeks and forcibly squeezed his mouth shut.

Noelle's lips hurt just looking at it.

"That's quite enough Natsu. They were simply doing what they believed to be right, so there's no need to criticize them for it." Erza said softly. "Let's go." Erza said releasing Natsu's cheeks.

"But what are we going to do about the curse?" He asked as he rubbed his face.

"I have no idea."

"Oh great." Lucy mumbled.

Noelle watched them walk away but didn't bother following after them. She was more interested in hearing what Gray had to say to Lyon seeing as he was headed towards him.

"What are you looking at?" Lyon asked Gray icily.

Gray stopped and stuffed a hand in his pocket. "I know you don't want to hear it but you really should join a guild. You make new friends, meet new rivals, and maybe even find a new dream to live for." His words made Lyon stiffen and his eyes widen a fraction.

"Whatever," Lyon huffed, quickly recovering from his little slip up. "Just... get out of here."

Noelle couldn't help but smirk. "You really haven't changed. Same stupid hair, same stupid face, and same stupid attitude," She chuckled and walked over to the ice wizards with her hands on her hips. "The others might have forgiven you, but I sure as hell haven't."

He glared at her. "So I see you've joined a guild as well, and here I thought you were supposed to be looking for you brother and the dragon you were always rambling on about. What happened to that?"

Noelle crouched down in front of Lyon and grabbed him by the shirt, "I'll never stop looking for them, understood? Even if it kills me, I will find them. Just because I've joined a guild doesn't change anything - I'll find Isoldeth, and Nicholai too, this, I swear."

Lyon rolled her eyes at her. "Whatever."

Noelle rolled her eyes as well. "Yeah. You're still the same. Let's go Gray, before Erza has our asses."

"R-right."

* * *

Back in the village everything seemed to be back to normal. Noelle was glad this whole ordeal was coming to an end. She couldn't wait to go home and sleep.

"These past few days have been crazy." Noelle sighed. Glancing around the village she noticed Lucy watching the village Chief who was crouched over Bobo's grave.

"Bobo's grave is back?" Noelle asked walking up the blonde-haired wizard.

"Uh-huh. I'm so glad. The Chief must really be relieved."

Noelle agreed. "And maybe he's finally over this whole 'blowing up the moon' thing."

"You and your wizard friends used magic to restore our village, didn't you?" The chief suddenly spoke, startling the poor girls. "And I can't begin to tell you how much I appreciate it... however I must know..."

Oh god no. Noelle mentally groaned and prepared for the speech to come.

"WHEN ARE YOU WIZARDS GOING TO DESTROY THE MOON FOR US?! WELL?!"

"Destroying the moon is an easy task."

"What?!" Lucy and Noelle both yelled.

Had the Moon Drip fried her brain as well?! There's no way they can just blow up the moon!

"Did she just say that with a straight face?" Gray asked.

Happy hovered beside him. "Aye." The cat nodded. "Maybe she's gone crazy?"

Erza either didn't hear Happy's comment or she chose to ignore him. "Before I do that I need to ask you all a few questions. Would you be so kind as to call everyone together for a meeting?"

* * *

"Let me make sure I have my facts straight," Erza began speaking, drawing everyone's attention to her. "The first time everybody in the village took on these demonic forms is when the moon began to turn purple, is that correct?"

"Yes. During the day we're fine, but when the moon comes out we turn into what you see now." The Chief answered.

"And the moon first turned purple about three years ago, right?"

 _"Wow! Has it really been that long?"_

 _"Yeah..."_

Erza closed her eyes and started pacing back and forth. "We've learned that the Moon Drip ceremony has been preformed every night on this island for the past three years, and each night it produced a beam of light so brilliant you couldn't have possibly missed i-"

Noelle, Gray, Natsu, Lucy, Happy, and Marlow all froze as they watched Erza fall into Lucy's pit. For a moment everyone held their breath as their faces turned white; that is until Erza re-emerged from the hole looking completely unharmed and unconcerned. One might have not even known she had fallen, if not for the scream she had let out that Gray had even called _"cute"_.

"Seriously, didn't you ever wonder where that light was coming from?" Erza continued as if the little scene had never happened.

"She got up like it was nothing!"

"She must be pretty tough!"

Erza stared down the villagers. "I don't understand; why didn't anyone investigate?"

"Well.. we would have looked into it but according to village lore, our people must never go near the temple." The Chief sighed. The stress of all this seemed to finally be wearing down on him.

"But who cares about village lore when all your people are dying? You obviously knew there was a problem because you contacted the magic guilds." Lucy said, and Noelle agreed with her.

"Old man?" Noelle said with a raised brow. "What aren't you telling us?"

"W-well..." He hesitated.

"Why don't you tell us what's really going on here." Erza said calmly.

Chief nodded. "To be honest we don't even know that ourselves. Allow me to explain; we've tried to investigate the light many times. We'd take up weapons we've never had to use, I'd trim and style my sideburns, and then we'd venture into the jungle towards the temple, but we could never get near it. We'd get close enough that we could see it through the trees and then suddenly we'd find ourselves back at the village gates."

"B-but how's that possible? It just doesn't make sense." Lucy said with wide eyes.

"We got into the temple without any problem at all. How weird." Natsu added.

"We didn't say anything earlier because we were worried you wouldn't believe us." One of the villagers said as he lowered his head.

"We're telling you the truth. We've tried to go back to the temple many times." Another one said.

"But not a single villager has ever been able to get inside."

"I get it. Yes." Erza whispered.

Noelle blinked. "You do? Because I'm pretty lost."

Erza said nothing as she started to walk away from them. Suddenly, she started to glow in a pink light and her clothes were replaced with a heavy set of yellow and blue armor.

Marlow's eyes widened and his mouth dropped slightly, and the stars were back, shining brighter than ever. "Whoa! That's so cool looking!"

Noelle glared at him. "Ass kisser..."

"Natsu come with me," Erza demanded of him. "I'll need your help to destroy the moon."

"Hahaha! You got it!" The fire wizard all too happily agreed.

The others mouths dropped in shock. "WHAT?!" They all yelled, unable to believe the words the wizard had spoken.

Noelle knew that Erza was insanely strong, but blowing up the moon?! That, that wasn't possible! Was it?

She had a bad feeling about this.

* * *

Noelle stared up at Erza and Natsu who were at the top of the watch tower, preparing to destroy the moon. Noelle had no idea how they were going to do it - and she was too afraid to ask. To her, this all seemed like a bad dream and she was just wanting it to be over with already. .

"They don't really think they're going to pull this off, do they?" Gray said, frowning at the though.

"Well I think they've totally gone off the deep end this time." Lucy sighed.

From atop the watch tower Erza was preparing to fire off her spear. She stepped back and twisted her body as she aimed her spear. "Now!" she yelled and Natsu ran up to the spear and blasted the base of it with his fiery fist, sending the spear spiraling into the sky and towards the moon.

Noelle frowned. "There's no way this is going to work."

"This is bad." Gray sweatdropped.

"What are they thinking?!"

The spear made contact with the moon and the sky began to crack. Lucy, Noelle, and Gray's mouths all dropped. With a loud _CRACK!_ the sky shattered to reveal the moon, completely in tact. Magic particles rained down from the sky, and Noelle's eyes widened as she figured out what exactly was going on.

"It wasn't the moon that shattered. It was...the sky!" Lucy gasped, transfixed on the magic that fell to the ground.

"I get it," Noelle tapped her chin. "The Moon Drip spell caused a noxious membrane to cover the island. It released energy in the form of a gas - and that gas crystallized, and formed an invisible shell over the island, and that's why the moon looked purple here. I guess that means everything will go back to normal now."

The villagers started to glow with yellow light and the group smiled thinking they had finally completed their job. But, the yellow glow faded away, and the villagers remained the same.

Gray frowned. "What's wrong? Their not transforming."

"Oh no." Happy mewed sadly.

"That's because these are their true forms," said Erza. "The Moon Drip never had any effect on their appearance, however, it seems to have altered their memories."

"What do you mean?" Lucy asked.

"Yeah, I'm confused." Noelle said with a frown on her face.

"They think they're humans who have been turned into demons but it's the other way around."

The group paled. "Wait, so you're saying they're really?..." Lucy never finished her sentence as fear set into her eyes.

"Yep, you've got it. The villagers have always been demons."

Lucy screamed, Gray started to harass one of the villagers, and Noelle didn't know what to think of the situation. So, all this time they had been demons? This mission just kept getting weirder and weirder.

"The villagers posses the ability to take on human forms. Your false memories lead you to believe that your temporary states were actually your true forms. In reality, you were demons who had fallen victim to the Moon Drip's side affects."

"Hold on, how come Lyon and the others weren't affected?" Lucy asked. Noelle has been wondering that as well.

Erza smiled. "I assume it's because they're human, as far as I can tell. Demons are the susceptible to the memory loss. I knew what was going on the minute the villagers told me they were unable to go to the temple."

"How?" Noelle asked coming to stand beside the redhead.

"The moonlight collected there was sacred - therefore creatures of darkness couldn't go near it. "

"You're quite the detective. I knew I could trust you and your friends. Thanks wizards, I owe you one!"

Lucy, Gray, and Noelle all screeched at the sight of Bobo.

"Where did you come from?!" Noelle yelled.

"You're the guy from the boat!" Gray yelled and pointed at him.

"But I thought you were!..."

Bobo smirked. "Getting stabbed in the chest hurt pretty bad, but gotta do more than that to kill a demon hahaha!" Bobo laughed heartily.

"But, on the boat, you just disappeared into this air." Gray said.

Bobo suddenly flew into the air making Gray and Lucy scream and Noelle sweatdrop as she realized how dumb they had been.

"I really hope you kids can forgive me for not telling you the truth sooner!" Bobo yelled down to them. "I was the only one who didn't have any memory loss! I had to leave because everyone went nuts! I knew I was a demon, but suddenly, everyone else thought they were cursed humans!" He laughed.

"Bobo..." The Chief whimpered. With a loud wail he flew into the air and crashed into the arms of his son. "Bobo!" Moka cried, tearfully hugging his son.

"I'm so glad you finally snapped out of it pops!"

All at once the villagers began to flying into the air and reunited with their friend, with their memories being restored. Noelle smiled, looks like this mission was finally done, and they could return home with clear minds and hearts knowing they had helped the villagers.

"Yup. They're definitely demons." Erza chuckled.

"I don't know. Look at their faces," Natsu smiled. "They kinda look more likes angels to me."

Noelle looked up at the sky with a smile on her face. "You know, I think you're right Natsu."

* * *

Later that night the villagers had thrown a party to thank the Fairy Tail members and to celebrate Bobo's return. Noelle sat between Lucy and Erza and was sipping on a glass of lemonade and munching on a bowl of ice - receiving odd stares from everyone except Lucy and Erza. Natsu was stuffing his face with fire, and Happy and Marlow were both sharing a bowl of fish and Gray, he was being harassed by the demon ladies.

"Looks like someone is getting a lot of attention from the ladies~" Lucy sang. She glanced at Noelle who was paying no attention to him. Lucy figured she was still upset for knocking her out, not that she could really blame her.

"He'll scare them off eventually." Happy snorted.

The chief sighed drawing their attention to them. "Well, it seems that I have to admit that I was wrong about humans. All of these years we've chosen to hide away from the outside world. We were so afraid that others would judge us by our appearance." he said sadly.

"You know, the curse? That was just a rumor we spread so no one would come to the island and bother us." Bobo said with a smile.

Noele laughed. "Well, it worked. No one wanted to take us here."

"I know, it's a shame, but after meeting you we've changed our minds. You've restored our faith in humans and now we're ready to go out and befriend people from other lands." The chief smiled.

"That's good," Erza said. "Friendship is a beautiful thing. Its an emotional bond that transcends one's appearance."

"That about sums about Noelle and I's friendship." Marlow giggled.

Noelle glared at the cat. "Listen here you-" Noelle stopped mid-sentence and sniffed the air. She stood up from the table and glared at the direction the scent was coming. "We've got trouble."

Lucy was about to ask what she was talking about when everything became quiet. "What's going on?" she asked, it was then she seen at the entrace of the village was Sherry and Yuka.

"How can I help you?" Erza glared while standing up.

"You Fairytailers are pretty tough," Yuka smirked. "The Cold Emperor's so banged up he couldn't even make it down here."

Noelle's eyes briefly flashed to Gray who was standing protectively in front of the demon ladies. "What's your point?" she snarled.

"We've come to pay you a visit in his place." Sherry said.

"I thought we were cool. Didn't Lyon tell you guys what happened?" Lucy frowned.

"Yes, but that doesn't matter to us." Yuka smirked, again. Noelle was ready to smack it off of his face.

"We wanted to settle things with you ourselves."

Everything seemed to happen so quickly. One minute Erza was there, and the next she was charging full speed at Yuka and Sherry with her fists pulled back. Noelle cringed as she knocked them to the ground - she was thankful it wasn't her, especially after the stunt they had all pulled.

"She didn't even have to use any magic!" Lucy gasped.

"That's the Great Erza for you," Happy shrugged.

"Would you cut that out?" Lucy sighed.

"You're truly an amazing warrior." Sherry said, struggling to stand.

"No kidding. We're no match for you." Yuka laughed.

Noelle frowned. "So, you're not here to attack us?"

Yuka shook his head. "I doubt this is going to make up for all the trouble we caused you; we wanted to apologize in person."

"Oh, so you guys came here to settle things in a good way!" Happy smiled.

"The Cold Emperor told us everything," Sherry spoke. "Thanks to you we can finally let go of the pain Deliora caused us so many years ago."

"You mean you were victims of Deliora too?" Gray frowned.

"As children a monster ravaged our village and murdered all our friends and family. The Cold Emperor, he had a plan to kill the demon once and for all. That's why we joined him. You see, we wanted revenge and we were so focused on getting it, we never realized we were hurting other people."

Noelle's ears perked up at the sound of Barnet's voice. The knight stood tall beside his friends with a solemn expression on his face.

"We were so blinded by our hatred that we ended up acting no better than the demon its self. From now on we'll treat other people with respect, and _**love**_."

"Alrighty then!" Natsu cheered and threw his arms around their shoulders. "You guys shook stick around and join in on the feast, okay!"

"But we were enemies a second ago!" Yuka yelled.

"I don't think it's a good idea because I'm trying to watch my figure and-"

Natsu cut Sherry off with a grin on his face. "Enough with the excuses! Live a little would ya!" he said dragging them over to a table with him. "Alright now I'm ready to party!"

"What an idiot." Noelle snorted.

And so Fairy Tail and everyone partied the night away, in celebration of their victory, and to the new friends they had made.

* * *

"I think it's going to leave a scar." Lucy frowned.

She was staring at the scar on Gray's forehead with a concerned expression. Noelle snorted. He deserved it after what he pulled.

"Whatever. It doesn't matter to me." Gray shrugged.

"On your face?!" She gasped.

"I don't mind having a few scars as long as I can see them," he said. "It's the ones you cant see that sting."

"Well aren't you a smooth talker~" Lucy winked.

Noelle laughed. "Smooth my ass. What book did you pull that crap from?"

Gray frowned at her. "Still mad at me, huh?"

Noelle huffed and turned her back to him. "I'm not taking to you, Fullbuster."

"Must be that time of _MOOOOOOONTTTHHHH!_ " Marlow cried receiving a kick that sent him spiraling through the air.

"See you at Fairy Tail!" She waved to him.

* * *

They were finally leaving and Noelle was more than ready to go! She just wanted to go home and sleep the year away. Why did every mission with these people have to be so damn exhausting?! Noelle sighed. She never expected any of this when she joined Fairy Tail. And the worst part? They were once again walking away without a reward, and rent was coming up soon. Lucy was happy though - only because she had gotten a Gate Key out of it; of course she'd be smiling.

"Do we really have to get on that?" Noelle frowned at the pirate ship. "I'd rather swim, if that's an option."

"Ahoy lassie! Climb aboard me ship mateys!"

"I don't wanna! I'm not riding that creepy boat!" Lucy cried.

"If you want to swim I'll join ya!" Natsu grinned.

"Yeah, same goes for me." Noelle chuckled.

"Are you two insane?!"

Noelle huffed. "There's no way I'm getting on that - WAHH HEY! PUT ME DOWN!" Noelle glared down at Gray.

The wizard had scooped her over his shoulders and was carrying her onto the boat.

"Stop squirming. The sooner we get on, the sooner we can leave. I don't know about you but I want to get home already."

The Fairy Tail wizards climbed onto the boat and Noelle and Natsu hung their heads over as it started to move. Marlow smirked at Noelle - it served her right! The villagers cheered and waved goodbye to the Fairy Tail wizards. From the mountain top Lyon and his group watched the boat disappear into the distance.

"Are you okay Lyon? You never got to say goodbye to you friends and give them, your _**love**_."

"It's fine," Lyon smiled. "You two were in a guild once. What's it like?"

Barnet watched the ship until it was nothing more than a speck in the distance.

"Fairy Tail..." he looked down at the ground and smiled. "Wait for me, Ladyship."

* * *

 **End Note: And that's a wrap for the Galuna Island Arc! Sheesh, this was a long chapter, but I really wanted to get it over with. Once again, Noelle is cheated out of her fight with Lyon; don't worry. I promise that she'll get to fight him sometime in the future, and make up for not getting to kick some ass on Galuna Island.**

 **The next couple of chapters are probably going to be side missions that I have Noelle, and possible other members of the guild take on. I don't want to rush into the next arc too quickly. Though, I'm excited for the new characters to be introduced.**


	13. Ice Cream and Shopping

**A/n:** You could say that this chapter is a filler lol. You better believe I brought back the ice cream chapter! It's one of my favorite quirks with Noelle.

* * *

 **Chapter Thirteen:** Ice Cream Disaster

After they got back from their little Galuna Island incident, the Master was less than pleased. Noelle never knew someone so small could be so terrifying. She'll never be able to get the images she saw that day out of her head. Note to self: Do not get on that man's bad side, ever.

There will surely be hell to pay.

Noelle shook the negative thoughts from her head and finished dressing. She was wearing a black tube top that hugged her chest and had a heart shaped neckline. Over that, she was wearing a dark blue vest, with brown fur lining the collar. For bottoms she had on white shorts, and under those black leggings, and knee high brown boots that were topped with a ring of fur that matched her vest. Noelle hummed to herself as she slipped on her gloves; they reached her elbows and were dark blue, finger-less, and had the same matching fur. She decided to put her hair up in a ponytail today, that nearly touched the back of her knees

Marlow lazily crawled out of the bedroom with his hoodie on backwards and a half eaten fish in his mouth. "Do we have to do to the guild? I'm so tired." He mewed, rubbing at his eyes.

Noelle giggled, he was kinda cute when he wasn't being a psychopathic little jerk, that is.

"C'mere," Noelle said. She pulled the fish from Marlow's mouth and lifted the hoodie over his head. "There, much better." Noelle smiled as she put his hoodie on the right way and stuffed the fish back into his mouth. "As much as I'd love to stay here and sleep, we can't. Rent is coming up soon and we don't have any money."

"But we've gone on so many jobs already.." He grumbled.

Noelle frowned. "And we didn't make any money from them, remember? That's why you and I are going solo this time. As much as I love going on jobs with the others, we need money, and we're not going to make any this way."

Malow sighed and held his arms out. Noelle giggled and cradled him to her chest like a baby. "You know, you're pretty cute when you're not insulting me, or wishing death on me."

"Don't get used to it." He yawned and snuggled into her chest. "I'll be back to myself in a few hours."

"Gee, I can't wait."

Noelle cradled Marlow to her chest and shut the door behind her. Lucy had already left for the guild an hour ago, and had most likely left on a mission with Natsu already; those two were always leaving on missions.

* * *

Noelle and Marlow had grabbed a random job from the request board, discussed it with Mira, and had left the guild before anyone could interfere. The mission they had selected was fairy simple, as it was from a hunter who had injured himself and wasn't able to hunt food for himself. So he was requesting that ten boars be brought to him, and that he would pay 5,000 jewels for their effort. It wasn't much, but a little was still better than nothing. They had headed to the East Forest as it is filled with all kinds of magical creatures, including boars a plenty. Noelle had hunted down the boars in less than an hour, and had taken them back to the hunter who happily rewarded her. Seeing as how it hadn't taken them too long, they had grabbed another job that required eliminating a group of orcs that had been terrorizing a village. Again, they had gotten the job done fairy quickly, and given the orcs a warning to never come back to the village, and collected the the 10,000 jewel reward.

15,000 jewel sounded like a lot, but Noelle knew that it would go quickly as they still had to buy food, and put back money towards other necessities. When she arrived back at the guild she was greeted by Lucy, who looked tired, and annoyed; Noelle took it as her job with Natsu didn't go well, and she didn't make any money.

Who would have ever guessed?

"All that work and no reward," Lucy sighed. "All because Natsu had to go a destroy everything." Lucy shot a glare at Natsu who was fighting with Gray.

Noelle laughed and slid the money she had made towards Lucy. "I made 15,000 jewel on the jobs I took today. It's not much, but it's better than nothing, right?"

Lucy's eyes lit up at the sight of the precious jewel. She reached across the table and hugged Noelle tightly. "You're amazing Noelle! We'll have the money for rent in no time!"

"I suppose, but I don't feel on going on anymore jobs today," Noelle sighed. "I'm pretty hungry though. Want to go grab something to eat?"

"Yeah," Lucy smiled. "I'm pretty hungry too."

"You can hang out here with Happy." Noelle said to Marlow.

"Sounds good to me. I'd rather take a thousands beatings than hang out with you two anyway." The cat grumpily mewed and flew over to his much happier, and cuter, friend.

Noelle glared at Marlow while whispering swears under her breath while Lucy laughed and pulled her out of the guild.

* * *

The place that Noelle and Lucy had headed to was a little ice cream parlor with a friendly old man working the register. Admittedly, it had been Noelle who suggested they stopped there - ice cream was her favorite treat, and a guilty pleasure of hers. Noelle had been quick to order a large mint ice cream cone while Lucy had ordered a strawberry cone.

"Here you are ladies, have a nice day!"

The man waved goodbye to them after handing over their ice cream. Noelle called thanks to him and eagerly dug into her cone with a giant smile on her face.

"So yummy!" she cooed, practically cuddling the ice cream cone against her. "Whoever invented ice cream - genius, pure genius!"

Lucy laughed and licked her cone. "You're almost as bad as Natsu when it comes to food!"

Noelle pouted. "Comparing me to Natsu is the meanest thing you've ever done. I'm not that bad!" Noelle sulked. Sure, she did enjoy eating - but she was nowhere near as bad as Natsu was! He didn't even chew, just inhaled! At least she had the decency to chew her food.

"Whatever you say~" Lucy hummed and linked arms with her. "Hey, you want to come shopping with me? I need to get some new clothes. My wardrobe is totally outdated!" Lucy pouted and folded her arms under chest. "And a girl like me needs to stay cute!~" She winked making Noelle laugh. "I know you don't like shopping, but I could really use a second opinion!" Lucy said mustering up her best puppy-dog eyes.

Noelle snorted, but agreed.

"Really? Wow, I didn't think it would be that easy."

"You make me sound like a brute." Noelle rolled her eyes.

As they were turning a corner they hadn't noticed a group of men walking towards them - and Noelle had walked right into the tallest, and burliest of them, and her ice cream went tumbling down to the ground.

"My ice cream!" Noelle cried, sinking down to the ground and staring at her delicious treat with big, watery eyes.

The greasy haired man looked down at her with a smirk. "Y'should watch where ya' goin' girlie." The man grinned, flashing his yellow tinted teeth. "Ay boys, wha'dya think? Should we teach'em a lesson?"

The other two men, as greasy and creepy as their leader, stepped forward with crooked grins on their faces.

"I quite like the blonde. She's got a bangin' body on her!" One slurred, drooling as him eyes roamed over Lucy's body.

Lucy squealed and jumped back. "You better watch yourself!" She warned. "We happen to be Fairy Tail wizards! Trust me, you don't want to mess with us!"

The largest man laughed and stepped forward, squashing Noelle's ice cream with his large foot. "Y'think I'm scared of a couple of guild sluts?" The man laughed.

Lucy gulped and was preparing to ready one of her keys when Noelle slowly stood up. A dark aura surrounded her.

"You're going to pay for that..." She whispered. Her voice was sharp

Lucy was shocked to hear the venom dripping from her words. "Noelle?" she whispered.

"Stay out of this Lucy. I don't want you getting hurt."

Lucy nodded, but the men started laughing as if it was the funniest thing they've ever heard.

"So, little white is got some fight in her eh? I think I'll keep her for myself. Y'two can do what you want with the blonde - this one is mine."

The men howled like wild dogs and suddenly closed in on Lucy. Before they or Lucy could react, Noelle was suddenly in front of them with a murderous glare in her eyes. "YOU BASTARDS!" She yelled, and crashed her face into one's face, while sending her foot into the others. The men crashed through the air and landed at the feet of their boss with birds flapping around their heads.

"What the fuck?!" The leader yelled. "Who the hell is this crazy bitch?!"

Noelle stared down the leader with glowing red eyes and a shadowy aura surrounding her.

"I WON'T FORGIVE YOU FOR WHAT YOU'VE DONE!" she roared as ice surrounded her fits. "Ice Dragon: Diamond Fist!"

 _"NO NO NOOOOOO!"_

The man screamed as Noelle's fits crashed into his nose sending blood flying everywhere. Lucy stared at her with an awestruck expression.

"You want to tell me what all that was about!?" She yelled in shock.

The men all lay at Noelle's feet; crying, and begging for mercy. Lucy sweatdropped. She knew they were in the wrong, but did she really have to go that far? They weren't even wizards!

Noelle glared down and grabbed the leader by his ear. "Here's what you're going to do, pal. You're going to apologize to my friend, and then you're going to buy me a new ice cream cone, you jerk!"

"Okay, okay!" The man sobbed. "I'm sorry blod- err Miss!" he howled as Noelle gripped his ear tighter. "We won't do it again! We promise!"

"AND?!"

"And I'll buy you a new ice cream cone! All the ice cream you can eat! Just let go! Please, I'm beggin' ya!"

Noelle smirked and let go of his ear. "I want a jumbo mint chocolate ice cream cone with extra chocolate sauce and sprinkles!" Noelle sang as she dragged the man down the street with his buddies crawling behind him.

Lucy blinked. "That was...interesting." she looked down at her own ice cream cone that had melted and sighed. "Oh well. It was fun while it lasted." she shrugged and tossed her cone in the trash. "I wonder what Levy is up to?" Lucy hummed and she headed back towards the guild.

If you listened closely; you could still hear the sound of grown men crying, and one, very happy, Dragon Slayer.

* * *

"Stop dragging you feet, Noelle! You promised you would come with me."

Noelle groaned following after Lucy as she lead her into a brightly decorated store, with sexy mannequins posed in the window. Noelle had been in a drunken ice cream haze when she promised to go shopping with Lucy; she didn't expect her to hold her to it. Lucy pulled Noelle around the store, stuffing clothing into he arms at record speeds.

"Oh you would look so cute in this!"

"This outfit was made for you!

"What do you think of this one?"

"You have to try this one!"

Noelle groaned feeling the weight of the clothes getting heavier and heavier. Just when she thought her arms were going to break, Lucy dragged her into a changing room. Noelle sighed and plopped the clothes down on the bench beside her as she watched Lucy try on and model her new outfits she had bought. She frowned when she seen Noelle wasn't doing the same.

"Aren't you going to try them on?" She asked. "I worked really hard on picking those outfits out for you..." Lucy pouted cutely.

Noelle cursed under her breath and threw her hands up. "Fine! I'll try them on." She grumbled, grabbing a random outfit.

The first thing she had grabbed was a soft, bluish-white monki sweater hoodie, that reached past her knees. It was a little baggy, and didn't leave much to the imagination in her opinion. Lucy then handed her a pair of brown, suede boots, that went over her knee, and show off her legs. It wasn't bad looking, but it wasn't exactly her style. She preferred to wear things with fur, and that were warming. But, Lucy had put effort into it, and she didn't want to her hurt feelings.

"I surprisingly don't hate this," Noelle smirked and twirled in the mirror. It really did fit her well. Noelle smiled adn grabbed a light grey beanie off the pile of clothes. She let her hair down, and slipped the beanie on. It drooped a little in the back, and had a cute flower charm on the side.

"Here, put this on too!" Lucy said excitedly handing her a light, bluish-purple scarf. One she had wrapped it around her neck, Lucy let out an excited squeal and clapped her hands. "It's perfect - you look gorgeous!"

Noelle blushed and bashfully looked away. "You think so?"

"Of course I do!" Lucy smiled. "Come on, try the others on too!"

The next outfit she tried on was a simple, sleeveless turtleneck wool sweater that was a soft white. The sweat had a cut out over the breast, shape liked a heart; the outfit was paired with a a short, plaid skirt as well as black wool stockings, and pair of red Mary Jane's. Lucy added a red beret and scarf too the outfit, and clapped excitedly saying how cute it was. Noelle turned in the mirror. Again, it wasn't something she would normally wear, but she liked it. Maybe she should trust Lucy's sense in fashion more often.

Lucy and Noelle spent the next couple of hours trying on and picking out clothes. Noelle had lost count of how many shopping bags they had. They had to take a wagon home as there wasn't any way for them to carry all of it by themselves. Noelle leaned against Lucy and yawned tiredly. After everything that happened that happened with Lullaby, and then Galuna Island, she was glad to be able to take it easy, and spend time with Lucy alone.

"Hey Luce, how much did all of this cost?" Noelle asked as her eye began to drift shut.

Silence.

"Lucy?"

Lucy laughed nervously and scratched at her chin. "Well, uh, the store we went to was pretty expensive..."

Noelle cracked her eyes opened. "Lucy, how much?"

"About...15,000 jewel..."

Noelle's eyes widened. "YOU SPENT ALL THE MONEY I MADE ON CLOTHES?!"

"B-BUT THEY WERE SO CUTE!" Lucy squeaked.

"THAT WAS SUPPOSED TO BE SPENT ON RENT! AH, LUCY I CAN'T BELIEVE YOU!"

Lucy laughed nervously as Noelle moped about having an irresponsible best friend.

* * *

 **End Note: In this chapter we learn why it's not a good idea to come between Noelle and her ice cream, and even got a little Noelle and Lucy bonding! :D**

.


	14. Phantom Lord

**A/n:** Don't be alarmed by the amount of chapters I'm putting out. My mind is just hazy, and I need something as of right now to distract me; Heart of Ice. It helps takes my mind off of things, and I genuinely love writing this story. Plus, I haven't been sleeping properly, so I'm usually up writing anyway.

* * *

 **Chapter Fourteen:** Phantom Lord

Now that Noelle had been with Fairy Tail for a while, she found herself falling into a routine of waking up early, showering, dressing, and heading straight to the guild; today was no different. Today she had decided to wear the second outfit that Lucy had picked out for her during their shopping trip. She walked over to their mirror and adjusted her beret, so that it was tilted slightly, and had pulled her hair into a side braid. Noelle smiled at herself, thinking she looked pretty cute.

It didn't last long as her eyes were drawn to her neck. Noelle reached out, and traced a pattern on her neck. The shape of two swords, crossed over a setting sun. Noelle quickly pulled her hand back as her skin tingled, and memories of a time she would love nothing more than to forget clouded her mind. It was a part of her that she wanted to erase from her memory forever, but knew it wasn't possible. The past couldn't be changed, but Noelle didn't see her future as anything too bright, either.

Noelle pulled out the red scarf from her clothing and slipped it around her neck. She frowned, holding the scarf like a life line. She wondered...how long it would be before they found her. Noelle felt guilt pooling into her stomach. What if they came after Fairy Tail? Noelle would never forgive herself for putting her friends in danger. But, where else was there for her to go? She didn't want to hurt her friends, but she didn't want to leave, either. And there was no way she could just abandon Lucy either.

Not after she had saved her life.

Noelle sighed. "Stop. Stop thinking about it. Everything is going to be fine." Is what she told herself; she didn't believe it.

* * *

Not long after she arrived at the guild, Noelle was being pulled onto a job. The job wasn't too hard, and the reward wasn't the greatest; but compared to the other jobs, it went over pretty well. They were all talking with one another - minus Lucy who seemed to be upset, for one reason or another.

"Hey, sorry to interrupt your conversation, but," Lucy said, clearing her throat. She adjusted Plue in her arms and held up a brown piece of paper – the job request they had just finished. "When I took this job I was thinking it would be more of a solo mission – ya know? So, why'd you all have to come along?"

Natsu looked at Lucy as if she just asked the worlds dumbest question. "Aw come on, isn't it obvious?" Natsu asked.

"No. I don't think so." She said, shaking her head.

Noelle laughed and pulled Marlow closer to her. "Come on Lucy! You have to have figured it out by now." She said. Surely, she realized by now, right? Noelle thought it was kinda obvious at this point.

"I don't know. She's pretty slow already – and being blonde isn't helping her case much." Marlow snickered. Noelle rolled her eyes and covered his mouth with her hand, while trying to ignore his fangs digging into her skin.

Stupid cat.

"We're Fairy Tail's strongest team. So we gotta stick together!" Natsu grinned proudly with his thumb in the air.

"Are Sir!" Happy said, imitating Natsu.

"And don't you forget it." Gray added with his own smirk.

Erza agreed as Noelle walked over to Lucy and slung an arm around her waist. "Yeah Luce, you're part of the strongest team that Fairy Tail has. Aren't you proud of that?" Noelle chuckled and ruffled her hair, ignoring Lucy's whining and protests. "And besides - do you really think you'd have as much fun on a mission without us?" Noelle stuck her lip out and pretended to wupe a tear from her eye. "And I thought we we friends." Noelle sniffled.

Lucy stood there in shock for a moment before she hugged Plue close to herself and smiled. "Yeah we are!" she exclaimed, making Noelle laugh.

"No job is too tough! Not for me, Happy, Marlow, Erza, Frosty, and old droopy drawers here!"

"Don't call me that." Gray sighed. Noelle laughed and poked him. Gray flinched, still bandaged up from his fight on Galuna Island with Lyon - not that she cared. "What?" he grunted.

"Cheer the hell up," Noelle smirked. "No one likes a Debbie Downer."

I laughed and poked him in the sighed. He flinched, he was still bandaged up from his fight on Galuna Island with Lyon – not that I cared. "What?" he grunted.

"That so?" Gray smirked and cocked one of his eyebrows. "I'm surprised you're even talking to me. I thought you were mad at me. What happened?"

Noelle scowled and turned her back to him. "I haven't forgotten about that, asshole. I'm still hurt by it - make no mistake," She glared at him. "But if we're going to be a team, then we're going to have to get along; which means I have no choice but to forgive your dumb ass."

Gray didn't know if she was trying to apologize to him, or throw as many insults at him as she could. Either way, he was happy she was talking to him again – even if he really didn't understand it himself.

"We are quite a capable bunch." Erza laughed.

"True dat!"

Noelle sweatdropped. "Happy, please, never say that again."

"You forgot about me!"

Natsu laughed at Lucy as they walked. "Ah lighten up! I'm just messin' with ya Luppy." Noelle giggled at Natsu's mispronunciation of Lucy's name

"Well I don't appreciate it, and that's not my name." It had only been a couple of minutes and Lucy was already sick of them all.

Suddenly Erza stopped and clutched her fists. "Please forgive me. I truly didn't mean to upset you. I let myself get carried away, it will not happen again. If you would like, you may strike me now."

Marlow's ears perked up and his eyes seemed to shine. "Alright ladies, line up! I want a good and dirty fight – let's make it a blood bath! I got one million jewel on Erza turning the blonde haired bimbo into a blood pancake!"

Noelle sighed. "You were normal once."

Something seemed to be off when they finally returned to Magnolia. They couldn't turn around a corner without someone staring at them and whispering. One woman even had the nerve to shake her head at Noelle and whisper something she couldn't hear. Noelle threw a glare her way.

"Why the hell are they all staring at us?" Noelle frowned. She never liked being the center of attention.

"It's not the good kind of staring either." Happy said.

Erza was also confused by all of it. "It feels...like pity." she said, and Noelle nodded in agreement.

Noelle suddenly stopped as she caught a scent of something in the air. "That smells like...iron?" Noelle's blue eyes looked up and widened in horror at what she saw. It was the Fairy Tail guild - well, what used to be the Fairy Tail guild - only now, it was full of iron beams.

"What happened to the guild?!" Noelle gasped.

"It looks so bizarre." Erza said.

"No way..." Gray whispered.

"I don't understand!" Lucy gasped, covering her mouth with her hand.

Noelle looked to her right and noticed that Natsu was shaking uncontrollably with rage. "Our guild...someone did this to our guild!"

"But who would do such a thing?" Erza questioned. Noelle could hear the anger quivering within her voice.

Noelle was angry too. She had grown quite fond of Fairy Tail, and seeing it in such a state, pissed her off.

Whoever did this was going to pay.

"It was Phantom..." came a shaky voice that belonged to Mirajane. She was crying and had the saddest expression on her face. Noelle didn't like it one bit. Mirajane especially had been very kind to her since she joined. She acted a lot like an older sister to her, which Noelle didn't mind. Mirajane had once said she reminded her of someone. It felt wrong to see the normally bubbly girl so upset and distraught.

"There was nothing we could do." she whispered. "They got us good."

* * *

Mirajane guided them down to the basement level of Fairy Tail. She had spent so much time upstairs, that she didn't even know they had a basement. It seemed like she would be spending a lot of time in it, since the upstairs was in shambles. Noelle didn't like this. Everyone was so down and out. This wasn't the rowdy guild that she had come to know. To not see anyone partying, fighting, or hear music playing, while people dance, and sang, and to not hear anyone laughing - it was depressing.

This wasn't Fairy Tail.

"Yo! Wassup kids!"

Noelle frowned at Master Makarov. "Old man, you're drunk off your ass."

"I'm sorry we weren't here sooner." Erza bowed apologetically.

Natsu stepped forward with his fist raised in anger and raging fire burning behind his eyes. "What the hell are you all doing just sitting around here?!"

"How'd it go Lucy? You finish the job like a good girl?" Master Makarov slurred. Noelle had to take a step away from him – the smell of alcohol was too much for her nose.

"Yeah...I guess so."

"Master," Erza said. "Do you understand the gravity of this situation?" The redhead was beginning to lose patience.

"The guildhall has been completely destroyed!" Natsu yelled.

The Master took another drink of his beer and sighed. "There's no reason to get so upset. It's not the end of the world or anything."

Noelle glared at the drunk little man. "How can you even say that? Have you looked around you?!"

The Master looked at Noelle with one eye open and one eye closed. "It just goes to show you how cowardly the wizards in the other guild are. They struck when no one was here. Is that anything worth bragging about?"

"Nobody was here?" Erza questioned.

Mirajane shook her head. "It was after everyone had already left for the night." her voice was so small, and so sad.

"I supposed we can be thankful for that. At least nobody from our guild was hurt from the attack." the redhead sighed. Noelle agreed with her. She was angry, but thankful that everyone was safe, and that only their pride was wounded.

"We shouldn't worry ourselves about people who don't even have the guts to face us head on!"

Noelle had just about had it with the Master's drunken bullshit. "Listen here-"

Before she could finish her sentence, Natsu had slammed his fists into one of the support beams of the basement and stared the Master down.

"Ain't gonna happen Gramps! We can't just let them trash our place and get away with it!"

"I'm not talking about this any longer. We'll handle the job requests down here until the upstairs is repaired."

"We shouldn't be worry about jo-"

"NATSU THAT'S ENOUGH OUT OF YOU!"

The Master's yelling had made Noelle jump. She had almost forgot how terrifying he could be when he wanted to. Noelle was sure he was going to smack Natsu silly; imagine her surprise when instead, she felt a sharp sting on her ass, that was followed up by a rough squeeze, and a pinch. Noelle squeaked and jumped backwards, hiding herself behind Gray. She glared daggers at the Master from over his shoulder.

"What the hell was that for, you old pervert?!" Noelle screamed with red cheeks(literally) and tears in her eyes. Did he have to be so damn rough!?

"And you spanked us, because?" Lucy sweatdropped. She have been a victim of the spanking as well.

Mirajane puffed out her cheeks and scolded the Master. "Hands off, Master."

The Master suddenly jumped from the box he was sitting on and took off running – slurring on about how he had to take a leak. Once Noelle knew he was gone, she slid out from behind Gray with her arms crossed behind her back in case of a surprise attack.

"I don't understand why he's being like this." Natsu frowned.

"Listen, this is just as hard on him as it is on you," Mirajnae said to him. "He's mad, but conflict between the guilds is strictly forbidden."

"It's not fair! Those Phantom freak started this!"

Mirajane sighed. "I know, but that doesn't matter."

Natsu's frustration were starting to wear on Noelle. Sighing, she walked away from them and to a table near the back to give herself some room to breathe, and thing. She didn't understand - why would Phantom suddenly decide to attack them? She had heard rumors that Fairy Tail and Phantom Lord had some kind of feud, but to just attack out of nowhere? It didn't make any sense.

"I must say that you look much more beautiful when you're smiling, Ladyship."

Noelle's eye widened as she seen Barnet looking down at her with a kind smile on his face. "Barnet! What are you doing here?"

"When I was back on Galuna Island I did some thinking," Barnet said, taking a seat across from her. "And I had decided that I wanted to be a part of your guild – one as loving and compassionate as you all seemed to be."

Noelle laughed. "You picked a really shitty time to show up."

Barnet frowned and crossed his arms over his chest. "I'm in the process of moving, so I was not able to be here when the guild needed me. A knight's duty is to protect his comrades, and I was not able to do that."

"What are you talking about?" She frowned. "There was nothing you could do, and nobody was hurt, so don't be so hard on yourself."

Barnet didn't seem to be convinced, but he let the subject go. Now was not the time to be fighting. "My apologies, Ladyship."

"Didn't I tell you to stop calling me that? My name is Noelle." She said with a smirk on my face. "So, what do you you think of Fairy Tail? Y'know, before the attack?"

"Oh, it's, um." Barnet's cheeks turned pink and Noelle could have sworn she seen hearts in his eyes. "There are so many beautiful woman – so many curves, and so little clothing!" Barnet held a fist to his chest and sighed. "If only I had know of such a wonderful place sooner!"

Noelle sweat-dropped. _'Great. Another pervert.'_

* * *

Hours passed before Noelle and Lucy decided to call it a night and head home. They couldn't stand to be at the guild any longer. It was all too depressing for them. She had to say goodbye to Barnet, who was fawning over all the woman in the guild. Noelle still couldn't believe all that had happened today, and the fact they weren't do anything - it bugged the hell out of her. They were basically telling Phantom Lord that it was okay to walk all over them. Noelle knew all about guild wars, and that in the end, only one would come out on top. It all came down to who was willing to get their hands dirty.

"Well this is a pretty big mess we're in, isn't it?" Lucy sighed, ignoring the men who called for them to watch their step. "I had no idea that the Phantom Lord guild and Fairy Tail had such a rivalry between them. Honestly, I thought about joining them before I met up with you and Natsu. They've got a reputation of being almost as crazy as Fairy Tail."

Noelle snorted. "I can't see you ever being a part of any guild that isn't Fairy Tail. You belong here." Noelle smiled and stroked Plue's head. Marlow had gone off somewhere with Natsu and Happy - not that she minded. Plue was nicer, and cuter. Of course she didn't mean that - well, she did - about the nicer part.

"You're right. I love our guild, and I don't regret my decision at all."

"I guess I feel the same way," Noelle sighed. "Fairy Tail is probably the best - second - best thing to ever happen to me." Noelle's smile fell a bit, but she quickly covered it up.

The girls reached their apartment and opened the door ready for sleep. They had only taken a step and turned on the lights before chaos broke loose.

"WHAT ARE YOU DOING IN OUR HOUSE?!"

Noelle peaked over Lucy's shoulder and sighed, seeing that Natsu, Erza, Happy, Marlow, and Gray, had all made themselves comfortable in their home.

"Why am I not surprised?" Noelle groaned and slipped past Lucy. She joined Erza and Gray at the table, and helped herself to a cup of tea.

"Since the guild has been attacked we can assume there are Phantom Lord members in town." Erza said, sipping her tea.

"I have a feeling they aren't yet finished with us." Noelle said.

"They've probably found out where everyone in Fairy Tail lives by now," Gray said, freaking Lucy out. "Mira said it would be safer it we hold up together. You know, strength in numbers."

"I guess she's right." Lucy sighed. She still didn't seem happy about having a bunch of people in their house.

"That's why everyone in Fairy Tail is having a slumber party tonight!" Happy cheered.

Erza smirked. "You are two attractive teenager girls, after all. I wasn't too entirely comfortable with you being alone here with just Natsu and Gray. I felt I could only relax if I stayed here as well."

"It's not fair! We don't have time to relax."

"Natsu, give it a rest, will ya? There's nothing we can do," Noelle said, leaning back in her chair and poking him in his head. "Fighting isn't going to do anything but make the situation worse – charcoal breath," She squeaked as he snapped his teeth at her finger. "Idiot!" Noelle yelled, checking to make sure she still had her finger.

Natsu chuckled at her reaction.

"So it was already decided that these two would stay with us? Why'd you all have to come to our place?!"

"Whoa! Look at all these dirty clothes!~"

"Why buy skimpy underwear if you have no one to get undressed for? Not that anyone would want to see you naked – not if they value their eyesight, that is."

"What are you doing?! Get out my stuff!" Lucy yelled when she seen Happy and Marlow digging through her underwear drawer. "You better stop that right now! That goes for you too Plue! Don't think I don't see you over there!"

"Hey Plue! Did you find something to eat? Don't go hoggin' it all!"

Natsu was quick to join Plue in raiding Lucy's candy stash. By the time Natsu was done stuffing his face, he looked like an overstuffed chipmunk.

"Look Erza~ I found some frilly panties you might like~"

Noelle glanced over at Happy who handed Erza a pair of frilly pink panties. "Does Erza have a panty fetish or something?.." Noelle asked. The redhead seemed to enthralled by Lucy's underwear.

"Hey Noelle! Do these look familiar?"

Everyone gasped when they seen Marlow holding up a pair of purple thong underwear with frilly black lace. Noelle's face was burning hot as her friends stared at her in shock.

"S-Stop looking at me like that! He's a dirty liar!" Noelle yelled and snatched the panties from him and put them back in Lucy's drawer. "Stop snooping through people's underwear – you little creep!"

Marlow giggled and flew behind her. 'Oh look!~" he sang, lifting the back of her skirt up and taking hold of a black sting sticking out of her skirt, and violently snapping it against her. "I thought you said I was a dirty liar?" He giggled, flying away from Noelle as she tried to snap his little neck.

"I'll kill you!"

This was _not_ going to be a fun night.

* * *

Time had passed and everyone had seemed to calm down. It was starting to get late, and everyone was beginning to decide where they were going to sleep. Lucy had made it clear that her bed was off limits. They didn't have much room in their apartment, but Noelle felt better with her friends their.

"It's time to lay down some ground rules," Noelle said. "If you break it, you replace it. If you eat it, you replace it, Natsu," Noelle said, glaring at the Dragon Slayer. "And no stripping, Gray!" She glared at Gray who was already shedding his clothes.

Noelle sighed as their friends rummaged around their house and went through their belongings. They were driving her absolutely insane, and they hadn't even been there that long. Noelle decided to make some hot chocolate and find something for Natsu to eat - it was only a matter of time before he started screaming he was hungry.

The first thing Noelle decided to do was prepare the meal. She decided on ramen; quick and easy, and who doesn't like ramen? She searches the cupboards for the pans that she would need, and then heads over to pantry where she grabs her spices and oils, and lastly the fridge for the veggies and some kkind of meat - Natsu would complain if there wasn't any in it.

The noise she was making must have peaked everyone's curiosity. Gray had wondered into the kitchen and was hovering over her shoulder, watching her every move.

"What are you doing?" Gray asked.

"Making all of you dinner - aren't I kind? Want to give me a hand?" Noelle asked turning just in time to see his lips curl into a smile.

"What?"

"You can cook?"

Noelle scowled at him. "Of course I can cook!" She puffed her cheeks out. "I learned to cook by watching my mother. She was an amazing cook, and an ever better baker! Her food was the best thing in the world."

Noelle smiled remembering all the times she had helped her mother in the kitchen. She used to always get covered in flour, and make a mess; her mom would laugh at her, and encourage her that she'd get better with practice.

"Your mom?" Gray asked in surprise. It was rare that Noelle talked about her birth mother. He had heard plenty about Isoldeth, and Nicholai, but it was rare that she spoke of her parents.

"Uh-huh. She tried teaching Nicholai how to cook to, but he always burned the food, and almost burned the house down one - twice," Noelle laughed. "Noelle said that he got it from our dad, since he couldn't cook either. I did pick up some things from Ur as well. She was pretty good at cooking too."

Gray was amused watching Noelle scatter around the kitchen collecting things and get everything prepared. It wasn't long before she had the soup made and on the stove to cook.

Noelle turned to Gray and clapped her hands with a smile on her face. "Cooking is something I've grown fond of doing over the years."

"How come you never cooked for us?" Gray asked leaning against the counter with a pout.

"Like I said - Ur was a pretty good cook. And you and Lyon didn't deserve my cooking!" Noelle grinned. "Maybe if you have nicer I would have considered it."

Gray frowned thinking about his next question. He didn't know how she'd react, but he was curious.

"Tell me more about your parents. You didn't talk about them much."

Gray had expected her to get angry but was surprised when she instead smiled at him. "Well, my mom was named Winnona Yuletide, and my dad was Alexander Ashbell; two polar opposites. Back in the day, they used to be pretty well-known wizards, and had a pretty big rivalry. My mom was an ice mage, and my dad was fire - they acted a lot like you and Gray," she chuckled. "Anyway, my mom was a part of Mermaid Heel, and dad was from Lamia Scale, and they ended up taking on the same mission one day. They had known each other before that, but they had never gone on on a job together."

Noelle went over and checked on the ramen before she continued her story.

"Anyway - they had taken on the same job. The job involved them destroying a dark guild that had been causing all kinds of trouble. Long story short, they were able to defeat them, but my dad had gotten injured pretty badly. My mom stood by his side and nursed him back to health. He had to spent a lot of time in the infirmary for therapy and such, so my mom would visit him pretty often. Before either of them knew it; they fell in love."

Noelle smiled thinking about how in love her parents were with one another. She had always dreamed of having a relationship like theirs one day.

"Mom ended up leaving Mermaid Heel to be with my dad, and joined Lamia Scale. A few years later they had my brother, and retired from being wizards. And then I came along. My parents never did get married, though my dad proposed to my mom hundreds of times," Noelle chuckled. "She would always say 'Alexander, I don't need a ring to know I love you'. But my dad never did stop proposing."

Gray smiled listening to her talk. He wondered if she knew how her eye lit up when she spoke of her family, or noticed that she hadn't stopped smiling since she began her story.

"My parents are two of my biggest inspirations in life. I want to be the kind of wizard that would make them proud, but," The light tin her eyes faded, and her smile turned into a frown. "With everything I've done...I don't think they would even be able to look at me the same way."

Gray's eyes widened. "What do you mean?"

Noelle gasped and covered her mouth. "N-Nothing! It's nothing, okay? Just, forget I said anything," Noelle frowned. "I think we wasted enough time. Want to help me make the hot chocolate?"

Gray decided to drop the subject for now, but he would get answers later.

"Sure. What do I have to do?" He asks, and it seems he's genuinely interested.

Noelle smiled and tapped her chin as she thought about everything they needed. First, they would need a sauce pan. Where had they put those? Noelle searched around for a minute and finally spotted them...on the very top of the cupboard. Marlow. That little jerk knows they can't reach up there! Noelle frowned adn tried her best to reach the pan, and nearly fell and knocked everything down. Gray was quick and caught her before she could make a fool of herself.

"Man, you're a klutz, ya know that?"

"Shut up!" Noelle pouts and pushes away from him. "Marlow purposely put the stupid pan up high so we wouldn't be able to reach it!" She angrily stomped her foot and crossed her arms.

Gray glances up at the pan and smirks. "Up you go then."

"Wait wha – GRAY!" Noelle squeak as he grabs her by the waist and hoisted her up. "What the hell you jerk?!"

"J-Just grab it, please?" His face was very red. Noelle blushed realizing that she was very a skirt, and underwear that left little to the imagination - and her butt was pretty much in his face. She blushed and grabbed the pan as Gray gentle set her down.

"Thanks," Noelle mumbled and walked to the stove. "Okay! Getting back on track. Can you hand me the milk? The whole and evaporated, please." Noelle smiled.

Gray hands Noelle the items and she pours in three cups of the whole mile, and one cup of the evaporated. Noelle moved away from the stove and grabbed another bowl, tossing in coco powder, sugar, cornstarch, and some cinnamon. She then took it over to the stove, and added it with the milk, beginning to slowly whisk it. When everything began to come to a boil, she removed it from the heat and asked Gray to grab glasses for everyone; she then poured the thick liquid into them, and topped it with some whipped cream, and shaved chocolate. She ever added a little strawberry to Erza's mug.

With the hot chocolate done she walked over to the stove and checked on the ramen. With the ramen done, she began to prepare everyone a bowl, and with Gray's help she took them out to serve to everyone.

"You all better be hungry." Noelle grinned serving everybody a bowl of ramen and glass of hot chocolate.

"Oh wow! This looks so good!" Natsu says with drool dribbling from his mouth,

"Aye!" Happy agrees.

"Better hope you don't get food poisoned." Marlow says, sitting beside Happy.

Noelle frowned. "Would it kill you to be nice?"

"Yes."

Lucy laughs and pulls Noelle down beside her. "You didn't have to do all of this."

Noelle laughed and waved her off. "It's fine. I like cooking, a lot, actually." She smiled and sipped her hot chocolate, sighing as the warmth filled her stomach.

"OH MAN! THIS IS AMAZING!"

Noelle looked over at Natsu and noticed that he was already finished. She sweatdropped. "There's...more in the kitchen."

Natsu and Happy were rushing off to the kitchen before any of them could blink.

"So, you can cook?" Erza asks, sipping her ramen. "Tell me, can you make strawberry cake?!" Her eyes sparkle at the thought of her favorite treat. Noelle laughed and nodded her head as Erza looks like she's going to have a meltdown.

"Is it...good?" She asked after a moment.

"Yeah!" Lucy smiles. "You're a good cook Noelle!"

"I quite agree." Erza smiled.

"It's okay..." Marlow grumbled.

Gray was the last to answer as he drank his hot chocolate. "Yeah, it's great. It taste like what Ur used to make."

Noelle felt her heart pounding against her chest. "R-Really?" Not many knew it, but Ur was an amazing cook – and her hot chocolate was the best – it's where she learned to make it. "That makes me happy to hear." She smiled shyly and sipped her drink. "Thank you."

"No problem." He smiles warmly.

Luyc and Erza share a look and giggle to themselves. What are they laughing about? She wanted to ask, but Natsu suddenly waddled into the room with a fat stomach and content look on his face.

"I'm so full." He gurgles and falls onto the floor.

"Aye..." Happy agrees.

"You ate all of it?!" Gray yelled. "What if the rest of us wanted more?!"

"Too late." Natsu belched. "Man, that was good. You should come cook for Happy and I!"

"She's not your personal chef, Natsu." Lucy rolled her eyes.

Noelle laughed and said it was fine. She then decided to ask Erza a question that's been on her mind since she left the guild.

"Erza," Noelle said. "Do you have any idea why Phantom attacked us so suddenly like that?"

"I'm afraid not. We have had our fair share of scuffles with them in the past, but never anything of this sort of magnitude before."

"If Gramps wasn't so scared of them we could wipe out those punks once and for all." Natsu grumbled.

"Come on, you know Master isn't afraid of them, Natsu," Gray said. "You seem to be forgetting that he's one of the Ten Wizard Saints."

"So what's with these Ten Wizard Saints anyway?" Lucy asked.

"I believe it's an honor bestowed up them by the Magic Council. It's an extreme title shared by the ten most powerful wizards on the continent." Noelle said in thought.

"Really?!" Lucy gasped.

"Phantom Lord's Master, Jose, is one of them too."

Natsu suddenly slammed his hand on the table with enough force to break it, and glared at the group. "He is afraid! He's scared that Phantom has too many members for us to handle!"

"Hey! Watch what you're doing!" Noelle snapped at Natsu. "Don't go breaking our things!"

"That is not true and you know it," Gray glared at him. "It's just like Master and Mira said before; the consequences of us going to war with Phantom are nowhere near worth the fight. The order of the magical world is at stake here."

"I don't understand why," Lucy wondered. "Are they that strong?"

"They ain't got nothing on us," Natsu smirked at her. "We could take those clowns."

"No," Erza shook her head. "If we were to engage them in battle, neither of our guilds would survive. Their strength equals ours. Phantom's Master Jose, is also one of the Wizard Saints, which means he's on par with Makarov. They also have an elite group of wizards similar to our S-Class known as the Element Four. However, their biggest threats might be Black Steel Gajeel and The Lightning Devil. Though, I believe that Gajeel is the one most likely behind the guilds destruction. He is known as the Iron Dragon Slayer."

"You're joking!" Noelle's mouth dropped.

There was another Dragon Slayer?

"He's a Dragon Slayer too?! I thought Natsu and Noelle were the only ones!" Lucy yelled. "So, if he's the Iron Dragon Slayer, does that mean he eats iron?"

Noelle frowned lost in thought. 'Ice, Fire, Iron...Sky. How many more are out there?"

Noelle glanced at the clock and noticed that it gotten pretty late. "It's late. We should all probably get some sleep. You can make yourselves comfortable wherever.

Noelle began to collect everyone's dishes and take them into the kitchen. _'Gajeel. If he really is a Dragon Slayer, then he's no doubt going to be strong.'_ Noelle frowned putting the dishes in the sink. She began to clean up and think about all the information that was dumped on them.

 _'Erza said something about a Lightning Devil too. I wonder if that could be...no, I'm over thinking. But how strong are they really?'_

Noelle had lost track of time cleaning. She had finished when everyone was fast asleep. Lucy was knocked out in her bed with Plue, while Natsu was passed out on the floor with Happy and Marlow. Erza had taken residence on the couch. Noelle smiled and was ready to head to bed when something struck her. Where the hell was Gray? As she walked to her bed she was given her answer. Laying in her bed in nothing but his boxers was Gray.

Noelle's eye twitched. She wanted to scream at him, but didn't want to wake the others up.

"Gray!" Noelle hissed jamming her finger against his skull. "What the hell are you doing?! Get out of my bed!" She yelled in a whisper.

Gray cracks an eye open and glares at her. "You told us to make ourselves comfortable wherever."

"And in your head that meant my bed?!"

"Yeah."

He says it as if it's obvious and Noelle could feel her blood boil.

"Get out!"

"No way! I'm comfortable." He protests as Noelle tries to drag his ass out of her bed. "You can try all you want, but I'm not leaving."

"Where the hell am I supposed to sleep?!" She hissed with my hands on her hips. She was ready to freeze his ass!

"On that side?" he points to the other side of the bed.

Noelle's face flushed at the thought of it. "I'm not sleeping with you, pervert!"

"We used to sleep together all the time as kids." Gray rolled his eyes.

"T-That was different!"

Gray rolls his eyes and covers his face with a pillow.

"Can't hear you. I'm sleeping."

Noelle stood there glaring at him, and it wasn't too long after that she heard him snoring. "Are. You. Fucking. Serious." She glared at him again.

Sighing, Noelle glared at him once more, and slowly lay down. She made sure there was a good distance between them, and wrapped her arms around herself.

The jerk even took the blankets.

"I hate you Gray Fullbuster." Noelle scowled as she closed her eyes and let sleep take her.

On the other side Gray was smirking. The Ice Slayer was pretty cute when she got like this. He waited until he heard her soft snores and gentle breathing before rolling over and facing her back. Gray frowned seeing her holding her arms around herself. If she wanted some blanket, why didn't she just ask?

"Weirdo." He mumbled and wrapped himself around her, with the blanket covering the two.

It wasn't weird, right? They were just sleeping after all. Nothing more. That's what Gray told himself as he drifted off to sleep with Noelle wrapped in his arms.

Lucy and Erza hadn't quite fallen asleep yet, and shared a look as they both caught the two ice mages wrapped together. They shared a giggle as they let themselves drift off to sleep.

* * *

 **End Note: Hey! We found out a little about Noelle's parents in this chapter! :D**


	15. A Fairy Falls

**Chapter Fifteen:** A Fairy Falls

South Gate Park.

Everyone was talking about it. Apparently, something had happened that involved a couple of Fairy Tail members. Team Natsu all rushed over as soon as they had heard, and weren't prepared for what they saw.

"Excuse us. Let us through. We're from their guild." Erza commanded as she she pushed past the nosy on-lookers.

Noelle's eyes widened when they came to the tree. There, strung up like a couple of puppets, were Jet, Droy, and Levy. They were covered in bruises, and their clothes were shredded, and on Levy's stomach - was the Phantom Lord Mark.

Noelle held Marlow tighter against her as anger flowed through her blood. "Phantom," She hissed. My eyes dilated and her canines dug into the flesh of her cheek. "They're going to pay for this!"

Marlow looked up at Noelle with wide eyes. "You've got blood lust in your eyes!" he proudly said.

"Phantom Lord did this." Natsu growled out. He was angry - angrier than she's ever seen him.

Noelle frowned as she smelled the Master approaching. "Old man." She spoke calmly, though there was still venom laced in her voice.

"Master." Erza whispered.

"I can take our headquarters being reduced to rubble, but I will not let harm come to my children without taking revenge!" He roared and snapped his staff in half. "We have no choice but to go to war!" Magical energy was pouring off of the mater. Noelle could feel all his anger and pain.

Phantom Lord was going to regret messing with Fairy Tail.

* * *

The entire Fairy Tail guild was stood outside of Phantom Lord(minus a few who had stayed back) and was just waiting for Master to give the command, to bust in and teach them clowns a lesson they'd never forget. It was a tense moment, but when he gave Natsu the okay - he blew the door to pieces and they found their selves facing the enemy.

"Fairy Tail has come calling!" The Master bellowed.

Immediately the guilds rushed at one another and began to fight. Noelle could barely see through the haze of magic that was being stirred up, but that wasn't going to stop her. She glared at the Phantom mages in front of her. They were all holding swords, and their magic didn't feel very threatning.

Easy as pie.

Noelle smirked and folded her hands as if she were about to say a prater.

I smirked and folded my hands as if I were about to say a prayer. An icy haze began to swirl around her, and a bluish-purple, magic circle appeared under her feet. Noelle closed her eyes and focused her magic around her as she began the spell. As she broke her prayer stance, glowing shards of ice shaped like petals started to twirl around her.

"What the hell kind of spell is this?!" She heard one of the Phantom members yell.

"Who cares! Just get her!"

Marlow watched Noelle with a giddy smile. "Oh man, you're really serious about this!" He giggled and flies into the magic circle. "Make em' cry for their mommies!" He giggles and clings to Noelle's leg.

Noelle smiled as they charged towards her. It was just what she wanted. She began to dance; twirling around within the circle, and moving her arms in calm, sweeping motions. Some of the Phantom Lord and Fairy Tail members stopped to watch her as she danced. Suddenly, she stopped her dance and gently opened her eyes.

The Phantom Lord members are looking at her oddly, caught off guard. Perfect.

The petals that had been dancing around Noelle stopped, and formed a perfect circle around her. "Dance of Winter." She whispered, and thrust her arms out towards the Phantom petals shoot towards them and slice their skin like razor blades. The Phantom mages cry out and fall to the ground. Noelle stepped over them with a victorious smile.

Marlow flies over them with stars in his eyes. "Oh wow! You really did a number on them! So cool!"

She snorted at my violence loving best friend.

"Anybody else want some?" Noelle grinned.

The Phantom wizards stare at her with shock and frightened faces, but they still come at her - a bit more reluctant than they had been before.

From the corner of her eye she noticed that some of the Phantom mages had decided to team up on Master Makarov. She wasn't worried. Well, for them, maybe; but Noelle knew the Master could handle himself just fine. She was even surprised when she heard their girlish cries, and the Master's booming voice.

Suddenly, Noelle sensed someone coming up from behind her and quickly pulled herself and Marlow out of the way. She glared at the bald-headed man with beady eyes. The man grinned, and his fists turned blue. He pressed them together and formed a blade of ice. It wasn't Maker Magic, but it didn't matter.

The man charged at Noelle with his icy blade. Noelle and Marlow snickered, not even bothering to dodge it.

"You got some kind of death wish?!" He cried, swinging his sword at her.

She laughed and stopped his attack with her hand. "Heh, thanks for the meal, pal." He looked at Noelle funny as she bit down on his sword and sunk her canines into it. The sword began to glow and turn into magical energy that Noelle happily sucked up. She frowned.

"Your ice is bland tasting."

"Kinda like your personality." Marlow giggled. She didn't know if he was talking to her, or baldy.

The man shrieked and backed away from her. "D-Don't tell me you're one of them!"

One of what? Noelle gave baldy a glare and sucked in a breath, and puffed out her cheeks. "Ice Dragon: Roar!' She bellowed, blowing the man away in a tornado of ice and freezing wind. Marlow cheered her on.

Noelle snorted as more Phantom scum ran at her.

"You guys don't learn, do you? Ice Dragon: Spike Trap!" Noelle yelled stomping her foot on the ground. Spikes of ice shot out from the ground and sent the members flying through the air.

"This is the greatest day ever!" Marlow excitedly pumped his fist. Noelle laughed and scratched his head. What a little weirdo he is.

The smell of iron suddenly filled the air that was followed by an eerie chuckle. On top of a pile of rubble stood a man with wild black hair, piercings, and glowing red eyes; the Iron Dragon Slayer, Black Steel Gajeel. Nab appeared behind him and tried to punch him - Gajeel was quicker. His arm turns into a steel lance, and he easily smacks him away, as well as his own guild mates.

"What the?! He just knocked out his own guild mates with that attack!" Gray yelled.

"Show me what you got! Unless you scum are too scared to face The Great Iron Dragon Slayer."

Noelle glared at him. The arrogance that was radiating off him annoyed her.

"Too scared?!" Elfman roared. "Real men have no fear!" He yelled and charged Gajeel as his arm turned to stone.

Gajeel was easily able to deflect the attack by turning his arm to steel. "You're Elfman, right?" He smirked, he aimed a kick at Elfman as his leg turned to iron. Noelle was genuinely surprised when Elfman caught it - it almost seemed too easy. Smaller beams suddenly sprouted from Gajeel's legs, but none of them were aimed for Elfman - instead they all attacked and knocked out his guild mates.

"Why would he do that?"

Noelle's eyes widened as she suddenly realized why. Before she even knew what she was doing, she was sprinting at Gajeel just as he had landed a painful blow on Elfman.

"Ice Dragon: Diamond Fist!" Noelle shrieked, surprised to see Natsu mirroring her move. Their punches both hit him, and sent him crashing into the wall behind him.

 _"They actually hit him!"_

 _"They sent him flying!"_

 _"No one has ever done that before!"_

"Allow me to introduce ourselves," Natsu said, holding up his flaming fist. "We're Fairy Tail's Dragon Slayers." Gajeel smirked at the both of them - the look of a challenge in his eyes. "Elfman, leave this guy to me." Natsu told him.

"Oh come on! First you use me as a springboard, and now you want to steal my man-to-man fight?"

Noelle sighed. "Elfman, a real man knows when to back down. This isn't your fight, so stay out of it."

"The same goes for you Noelle. Let me take care of this guy." Natsu said. He was solely focused on Gajeel.

"What?!" She yelled. "No way!"

"Didn't just say that a real man knows when to back down?" Elfman said.

"I'M NOT A MAN!" Noelle huffed and crossed her arms over her chest stubbornly. "Fine! Kick his ass at least. Think you can do that, fire gut?"

"Oh yeah!" Natsu grinned and slammed his fist together. "I'm fired up now!"

* * *

Unknown to Noelle, from the rafters of the Phantom Lord Guild, she was being watched. A shadowed figure with golden glowing eyes had been watching her the entire time. A feeling like electricity pumped through their blood as they watched the white-haired girl smash her way through the underlings of the guild.

The figure twisted a strand of their hair. "Well I'll be damned. If it isn't Little White."

The figure chuckled to themselves and decided that now was a better time than never to introduce themselves and jump into the battle. Gajeel would be too busy with the fire mage - leaving Little White, all by her lonesome.

And they couldn't have that.

* * *

Noelle was silently sulking. Stupid Natsu, always playing the damn hero! She wanted a chance to knock out Gajeel's lights, too. She was close to saying screw it and fighting him anyway, when a stream of purple lightning struck the ground before her.

Everyone froze.

 _"Oh man, not them!"_

 _"This is bad news, man!"_

Noelle furrowed her brows at the Phantom Lord members reaction. They were scared? She frowned. Wait, lightning? Hadn't Erza said something about a Phantom Lord mage who used lightning?

"Why so down, pretty mama? If you're looking to party, then look not further!"

"Shit!" Noelle hissed and pushed Marlow aside as a lightning bolt soared towards them. Noelle narrowly dodged it and glared at the scorch mark, where she had previously been standing. She winced as static danced along her arm.

"Judging from your magic; you must be the Lightning Devil of Phantom, eh?"

"You better believe it, baby."

Noelle scoffed and looked up at her challenger. Her eyes widened. The person who stood before her was a woman; a tall woman, with a slender, and curvaceous body. The woman's skin was brown, and her eyes a vibrant golden color. Her hair electric blue, streaked with yellow that spikes off to one side, while the other is shaved and dyed black. She has a tattoo of a black lightning bolt beneath her right eye. Her left ear is pierced in seven different places, and her right in three. Her lips were painted blue to match her hair. Noelle could make out a jagged, tribal-like black tattoo on her right arm.

The outfit she was wearing was a electric blue leather jacket that cut off below her breast; yellow stripes run down the side, and yellow zippers adorn the pockets of the breast, and there is a yellow hood attached. Underneath her jacket she wears a low-cut black camisole, and her pants are black leather that are tucked into electric blue boots with yellow zippers. On her hands are electric blue fingerless gloves with yellow trim.

"Noelle!" Marlow screamed. "Beat her head in! Look what she did to my fur!" He whined. He looked like a little puffball. She would have laughed if it weren't for the fact she was left speechless.

"You...Roxie?!" Noelle yelled.

The woman laughed and gave off a predatory grin. "Roxanne Wydbolt is the name, and pain is my game - but you already knew that, huh Baby-Doll," Roxie winked. "I gotta say pretty lady, that you look pretty damn good in the heat of battle. It's good to know that hasn't changed over the years. I have to wonder if you're like that in the heat of the moment, if ya know what I mean."

A shiver ran down Noelle's spine. "Y-You haven't changed at all!" Noelle cried. "Roxie, why are you in Phantom Lord?" Noelle frowned. "After everything...why would you come here?"

Roxie threw her head back and laughed. "There ain't many places in the world for people like me, pretty mama," Roxie cackled. "As much as i'd love to take you away from here and give you a _real good time_ \- I gotta remain loyal to my guild. I don't want to put the hurt on you Little White; really, I dont. But unless you cross over to the dark side, I ain't got much of a choice.

Isoldeth give her strength. "I'm perfectly happy at Fairy Tail, thank you," Noelle got into a fighting stance, though she was a bit reluctant. "I don't want to fight you either, Roxie, but I have to; for my guild."

Roxie sighs and shakes her head. "What a shame. You and I could have been something amazing, mama. Oh well. If you won't come willing - I'll take you by force!"

A crazy look overcame Roxie's eyes and before Noelle knew it she was running at her with inhuman speed. Noelle's eyes widen and she tries to dodge, but she's fast, and she hits her.

"Lightning Devil: Iron Fist!"

Roxie's lightning cloaked fist smashes into the side of Noelle's face, and she goes flying across the room and into the stone wall. Her friends call out for her. Noelle hears the sound of something cracking, can focus on nothing else but the painful feeling of lightning surging throughout her body. She feels numb, and finds herself struggling to stand. So much pain, and from one punch.

Just how strong had she become?

Marlow gasps and balls his fists. "Roxie!" He hisses at the lightning devil. "Get the hell up Noelle! What are you doing?! You were kicking butt a minute ago!"

Noelle grunts and forces herself up. Blood dribbles down the split of her lip, and she can already feel the swelling of her face.

"Lucky shot," Noelle grunted. "If memory serves me right, you use Lightning Devil Slayer magic; the power to kill demons."

"You remember pretty mama!" Roxie grinned excitedly. "All these years, and you haven't forgotten about me; I'm touched. But don't tell me that's all you got. I expected more from you, Little White. What happened to you? I could barely keep up with you all those years ago."

Noelle snorted. "You're not exactly easy to forget," she smirked. "Heh, don't count me out just yet. I've still got plenty of fight left inside of me, Rox. So don't think that because you've got a hit on me that this battle is over, because I've only just begun."

"You've got some serious spunk, baby! Oh man, I haven't been this pumped in a long time! Come at me, give me everything you've got pretty mama!"

* * *

Gray watched as Noelle and Roxie charged each other. Roxie was definitely the faster one - able to easily out maneuver Noelle and land a hit before she even had time to prepare hers.

"Lightning Devil: Velocity Strike!"

Light speed kicks and punches were being thrown at Noelle left and right. She barely had time to dodge and when she did, she was immediately hit with another attack. Roxie swung her leg around and swung it full force into Noelle's gut. The Ice Slayer let out a piercing cry and she was sent through the air - Roxie didn't give her a chance to land.

"Lightning Devil: Lightning Boost!"

In a blur of yellow - Roxie crashed into Noelle and slammed her into the ground. Gray tensed when he heard the sound of bones snapping and painful whimpering. Gray felt his anger begin to flare - and he could feel it from the others as well. He wanted to rush over and save her, but he knew Noelle would never have it - she was too damn prideful. She'd rather get beat into oblivion than let anyone help her.

"Noelle!" Marlow screamed. "G-get up! What are you doing?!" he quickly wiped away the tears that flooded his eyes.

Gray's fists tightened and his teeth ground against each other. He wanted to help her - but how? The Ice mage thought for a minute when an idea suddenly struck him. He bit back a smirk as he stepped forward and yelled out to the wizard.

"Are you seriously just going to lay there?! You're always going on about how you're this great and mighty dragon slayer and yet, you're just going to lay there and let this chick walk all over you - it's pathetic! I expected more out of Ur's student! How do you think she would feel if she saw you now? She'd be ashamed!"

No response.

Gray took a breath and prepared himself for what he was about to say next.

"I guess this is why Isoldeth gave up on you!"

Marlow's eyes widened and his fur stood on end. Even he knew that insulting Isoldeth was a death sentence.

Other than few gaps from his guild mates, the room was silent. Gray was worried his plan hadn't work, and just as he was about to rush over and save her, she suddenly rose to her feet with the sharpest and most ferocious glare he had ever seen before, one that rivaled Erza on her scariest day.

"What the fuck did you just say?" Gray opened his mouth to speak, but no words came out. Noelle had completely turned away from Roxie and was stalking towards him. Gray's eyes widened. This wasn't what he was expecting to happen. "Don't you dare go putting words into her mouth you son of a bitch!"

Gray's eyes doubled when he seen her preparing attack. "H-hey! Aren't you forgetting about something!?" Gray said, frantically pointing to Roxie, but the Slayer kept coming.

He had to go and doom himself.

"Lightning Devil: Iron-"

"FUCK OFF!"

Noelle swung around on the Devil Slayer and hit her with her Ice Dragon: Iron Fist attack. There was so much anger and hatred behind the attack that it sent the Lightning Devil clear across the room. Roxie crashed into one of the wooden support beams with a ruff grunt.

Marlow gasped and stared at the indent the attack had left behind. "Whoa..."

"Damn. That was...fucking brilliant!" Roxie laughed and jumped to her feet. "Fuck! I could feel all of your emotions in that hit!" She chuckled and cracked her neck, looking at Noelle with admiration. "So, this the fucker that got you all wound up?" She glared at Gray. "Ya want me to take care of him, mama?"

Gray paled at the thought of the devil turning her rage on him. Noelle shot one more glare at Gray before turning her attention back to Roxie.

"I deal with him later - after I'm done beating your face in!" Noelle screamed and inhaled. "Ice Dragon: Roar!"

Roxie's eyes widened with excitement. "Rage of The Lightning Devil!"

Ice and Lightning collided in a brilliant explosion that lit up the entirety of the Phantom Lord guild. Gray waited on edge for the smoke to clear and when it did he seen the two having a stare down. Roxie didn't look too worse for wear, her clothes had been torn and she had a few cuts and scrapes, but that was about it.

But Noelle.

Noelle had deep cuts all over her body and her clothes were shredded. She staggered on her feet and her breathing was heavy. The Ice Slayer went to step forward and went tumbling to the ground with white eyes.

 _"NOELLE!"_

* * *

The pain had started out as a dull pain, that spread throughout her body. She felt weak, and sweat was covering every inch of her skin, and her hands were trembling. Her body would twitch involuntarily every now and again. Every passing moment only seemed to get worse as the pain escalated to new heights. Noelle took a deep breath and tried to ignore the pain, determined to keep going.

But it was too much.

She wanted to keep fighting. She wanted to prove him wrong. But even as she argued with herself, she was tumbling to the ground, as the world around her went black.

The last thing she remembers is Gray calling out to her, and that shocked looked on Roxie's face.

* * *

 **End Note: So, my goal is to reach the point I had stopped in The Ice Slayer, which was during the Tower of Heaven Arc. Which, in about seven chapters, I should actually reach that goal - I'm pretty proud! I'm really loving how the story is coming along so far. Some of the changes have been subtle, and others more obvious. But it's still a much better story than the previous. Oh! And everyone once again, welcome back Roxie! She's a favorite of mine, and a lot of yours I noticed. I guess it's just her foul mouth and flirtatious attitude lol. But! It seems that in a turn of events, she and Noelle have a history! How is it that they know each other? Hm, guess we'll have to find out.**

 **For now, I need to get some sleep. i'm very tired, lol.**


	16. 15 Minutes

**Chapter Sixteen:** 15 Minutes

"It's been over an hour."

Fairy Tail had been forced to retreat from Phantom as the Master had been injured. He was in bad condition, and was being tended to by Porlyusica. Many of there members were injured and Noelle was among the worst of them. A couple of her ribs had been broken in her fight with Roxie, and she had received a minor concussion. He was worried for her, but Polyusica ensured him that she'd be fine with the medicine she had given her, and said it wouldn't be long before she woke up. She had went on to explain to him that Noelle's magic allowed her to heal faster than the average mage which had eased his nerves.

Even so, he still couldn't help but be worried.

Gray sighed and stared down at Noelle. Her pale skin was blotted with purple and ugly yellow bruises that were complimented by cuts and scrapes, some that would no doubt leave behind a scar. Gray frowned. If he had stepped in when he wanted to than this would have never happened. But he didn't. Why didn't he? Sure, she would have probably been mad at him - but at least she'd be awake, she would be angry, but she'd be okay.

Gray hung his head low. "This is my fault." he sighed pitifully.

"Would you shut up? The whole self-pity thing is really annoying.

Gray's eyes widened when he looked up and seen Noelle staring at him.

* * *

Noelle groaned as her eyes opened. She resisted scowling at the light that burned her eyes, and instead focused on her surrounding. White walls. Beds. Medicine. Tacky decor. The infirmary. Sighing, she tried to sit up, and winced a sharp pain jerked through her. Noelle clutched her side and looked down to see that her clothes had been replaced by hospital garb, and the majority of her body was wrapped in bandage.

"I got beat that badly, huh?" Noelle scowled. How the hell could she have lost so badly? Roxie could barely land a scratch on her when they were younger, but now she had hospitalized her?! Just how strong had she gotten in the years they've been apart? Noelle frowned. Maybe she was just getting weak. That thought didn't sit with her well.

She'll be ready next time.

"This my fault.

Noelle's frown deepened when she seen Gray sitting at the edge of her bed. He looked like a bump-on-a-log and quite frankly, it was pissing her off. Why was he so upset? She was the one who got her ass handed to her. It should be her wallowing around in her sorrows; not him. Noelle forced herself into a sitting position while ignoring the pain, and glared coldly at Gray.

"Would you shut up? This whole self-pity thing is really annoying."

Gray's eyes widened and looked at Noelle in surprise.

"I'm the one who got my ass handed to me, not you; knock it off." She huffed and folded her arms over her chest. "How long have I been here? And what happened? Did we win? Is everyone okay?"

Questions were flying out of her mouth as she tried to remember what happened, but the only thing she could remember was the look of shock on Roxie's face, and Gray calling out to her as she succumbed to the darkness.

 _'I won't lose next time, Roxie.'_

Gray felt relief wash over him seeing she was alright. He even mustered up a smile as he spoke.

"It's been over an hour since you blacked out. Porlyusica said you'd be fine as long as you took it easy and didn't go rushing off into any battles." His grin widened when he seen her nose scrunch. "As for what happened with Phantom, well, we were forced to retreat. The Master was injured and is in critical condition. Porlyusica is looking after him, but we haven't gotten any word from her in a while. As for everyone else, a lot of our members were injured, but other than that, we're doing okay."

Noelle was lost in her thoughts as she thought over what Gray told her. The Master was in critical condition. She knew Jose had to be strong to be named one of the Ten Wizard Saints, but even so, she never imagined he'd be able to defeat Master Makarov. And just how many of them had been injured? Were Erza and Natsu okay? What about Happy and Marlow? What about - Lucy! How was she doing? Noelle clutched her sheets between her fists and resisted the urge to cry. Everyone was suffering, and it was all because of Phantom! She didn't understand it! Why did this have to happen?

How could Roxie associate herself with them? After everything she had been through with them - with him! Why would she join a guild that was no better than them?

 _"There ain't many places in the world for people like me, pretty mama."_

But Noelle was no better than Roxie. They had both been manipulated into becoming shells of their former selves. Slaves to greed. If what Roxie said was true, then what right did Noelle have to hope for a bright future?

"Why did Phantom even attack us?" Noelle choked. "It doesn't make any sense."

Gray frowned. He knew the answer but he didn't know how Noelle would react when he told her.

He sighed. "They're after Lucy."

Noelle gasped. "Lucy! What the hell do they want with her?! Is she okay?!" There was no way in hell that Noelle was going to let Phantom get anywhere enar Lucy!

"Have you ever heard about the Heartfilia family?"

"Yeah, that's Lucy family," Noelle said. "But what does that have to do with anything?"

"They were hired by Lucy's father. She ran away from home and I guess he's trying to get her back."

Anger surged through Noelle. "Her father did this? He's the reason we were attacked? What a scumbag! How could he do that to his own flesh and blood?!" Noelle practically screamed, slamming her fist down on the bed. "How is she - how is Lucy doing?"

Gray seemed surprised. Was he expecting her to be angry at Lucy? It's not her fault. We don't get to pick and choose our families. Obviously she's dealing with something they know nothing about, and Noelle is not about to start questioning her either. Frankly, she didn't care. She's her friend, and nothing is going to change that.

"She's pretty shaken up." Gray said, scratching the back of his neck. "We've tried to tell her that this has nothing to do with her, but she's not convinced, and Elfman didn't make it any better either..." He sweatdropped remembering Elfman's "word of encouragement". He shook his head and stared at Noelle with a thoughtful expression on his face. "So, how are you feeling? You look lost in thought."

"I was useless."

Gray blinked in surprise. "What are you talking about?"

Noelle's hair shadowed her face. "I wasn't able to beat her, even though I was giving it everything I had; and the worst part is, that she was holding back. Roxie has an insane amount of magical enery, half she didn't even use in our fight, and I still lost. I know she was taking it easy on me, Roxie would never really hurt me, and I wouldn't seriously hurt her, either. It just pisses me off! I used to always come out on top, and I lost so damn easily! I tried so hard...but got nowhere."

Noelle laughed sourly.

"I guess you're right, Gray. Ur would ashamed of me."

Hot tears brimmed her eyes and fell down her face. Crying again. All she ever does is cry anymore, it would seem.

"And Isoldeth, she probably could see how weak I was, and that's why she left, right? Because I was no good, right, Gray?" Noelle's voice cracked as the tears came faster. "I couldn't even be there for Lucy when she needed me, after what she did for me!"

Guilt washed heavily over Gray. He didn't really mean what he had said, he only wanted to help...and he only ended up hurting her. Man, he really was clueless when it came to woman, wasn't he? Gray looked at Noelle who was crying into her knees and frowned. Part of him wanted to take her into his arms and let her know everything would be okay, that he was there for her, but she'd only get even more mad than she already was...

But it was worth the risk, right?

Noelle gasped as she felt herself being ently tugged towards Gray, and into his lap. Her face turned red and a stinging pain ripped through her insides. Noelle scowled and tried to wiggle away, but his grip was firm. "Gray, let me go," She said glaring at him. "I'm fine, alright? Just le me go." Noelle tried to look strong, but Gray seen right through her. She huffed and turned her head away from him. Whatever he had to say, she didn't want to hear it.

"I'm sorry."

Her eyes widened and she found herself facing him. "What?"

"I said I'm sorry. I didn't mean to upset you like I did," He frowned. "I couldn't stand seeing you being beaten down like that. None of us could. I knew if I rushed in and tried to play hero that you would chew my head off; so I improvised. In my defense, it sounded a lot better in my head," he chuckled, the faintest hint of a blush on his cheeks. "I just wanted to help, alright? I don't like seeing you get hurt, I care about you."

The words slipped from his mouth before he knew what he was saying. Both of their eyes widened and their faces turned scarlet.

"You care about me?" She squeaked.

"Well yeah, I care about everyone in Fairy Tail," Gray said. It wasn't the smoothest recovery. He just hoped she'd leave it at that and not question him too hard. Who knows what else he might say if pushed hard enough.

There was doubt to his words but Noelle didn't question it. She'd rather just leave it as it is rather than make it anymore awkward then it already is.

"Oh, right. That makes sense," She blushed lightly. "And I forgive you...I know you were only trying to help." Noelle looked up at him and smiled shyly. "I appreciate it, Gray."

Again Gray seemed shocked, but he smiled none-the-less. "You're welcome."

"Gray..." She whispered, leaning in close to him.

Gray's eyes widened and his heart began to race. Was she going to?! His mind was clouded by thoughts as he found himself parting his lips to speak. "Y-yeah?"

Noelle looked at him through her lashes and batted her eyes. Gray was sweating bullets as Noelle leaned in closer to him, until their forheads were touching.

"If you ever pull that crap again," She spoke softly. "You're going to regret it." And just as his eyes widened in shock she pulled back and pounded her fist into his face.

"Don't you ever talk about Isoldeth like that again, got it!?"

"Ow! Yeah, I get it, gees! So much for trying to help!"

Gray was beginning to think he'd never understand this woman.

* * *

"Are you sure about this? You should be resting. Porlyusica said -"

"I don't care," Noelle rolled her eyes. "I've been in worst condition. Besides, I want to see how Lucy is doing myself." And was that so wrong? She and Lucy had grown very close since they met, and Noelle couldn't imagine that she was very stable at the moment. The guild she had come to love had been attack, her friends injured, and all because of her very own father. It would be enough to make any person break.

Noelle knew Gray wanted to protest. She wanted to tell him off, bu the room had suddenly started shaking with bits of debris falling from the ceiling.

"What is this?!" Noelle yelled. She grabbed on to Gray so she wouldn't lose her balance. "Why is the guild shaking?

Suddenly Marlow came flying into the room looking distraught, which was an odd thing to see from him.

"There you two are! What are you waiting for? You have to come see this!"

"Marlow! What the hell is going on?!" Noelle demanded.

"Just come on!"

* * *

Noelle couldn't believe what she was seeing. It was a building; tall and might, on a moving island of sorts, and it was coming straight towards them - towards Fairy Tail.

"Is that...no, it can't be! The Phantom Guild! They'd go so far as to bring their guild to us?! What is wrong with these people?! They've completely lost their minds!"

"I never anticipated this. I can't believe they'd go to such extremes to attack us!" Erza gasped.

Noelle was surprised to see Erza shaking, whether from fear, or anger, she couldn't tell; but the fear in her eyes was undeniable. If Erza was afraid, than this meant bad news for then. If things weren't bad enough the Phantom Guild suddenly parked it's self in the ocean. One of the walls of the building rose and out of it came a bronze canon that was pointed straight at them. The canon expanded, becoming longer, and much deadlier looking. The canon was swirling with purple energy as it prepared to fire.

Noelle could feel sweat running down her face as she stared at the weapon. "What the hell is that thing?" She asked but no one answered. Her guild mates - her friends - they were scared. Fearful of what Phantom was going to do to them. "Erza, what do we do?" Noelle turned her attention to the red-headed wizard.

"Everyone, run!" Erza commanded. "Get out of here now!"

Erza went running forward as everyone backed up. "Erza what the hell are you thinking?!" Noelle yelled as she pushed herself away from Gray.

"Erza!" Mirajane cried.

"Don't be stupid!" Macao yelled.

"Erza listen to them! There's no way you can stop that thing!" Noelle cried in fear of my friends life. "Why does she have to be so damn stubborn?!"

Their cries went on death ears as Erza requipped into an armor Noelle's never seen before.

"She requipped!" Cana yelled over the commotion of the guild.

"What are you doing?!" Loke demanded of her.

"Protecting the guildhall!" Erza declared.

They all begged for her to come back; she was defiant. Erza yelled at them to stay back, and put up her shields as the Jupiter blast was fired. Noelle could feel tears filling her eyes. The fear of losing someone else squeezed her heart. "I-I can't let her do this!" Noelle tried to run but was held back. "Barnet! Let me go!" She screamed at the gallant knight, who carried a solemn look.

"You would only get in her way. She'll be fine. I'm sure of it. We must have faith in her."

Noelle knew deep down that hew as right, but still...if something happened to Erza because of them, she would never be able to forgive herself. Noelle tried to relax and nodded to Barnet to let him know she understood. She seen that Gray was struggling to hold Natsu back and walked over to them, placing a comforting hand on his shoulder.

"She's going to be fine Natsu. We just need to believe in her."

"But!"

"Trust her." Noelle said more sternly. Even if she wasn't convinced herself.

The blast of magic fought against Erza's shield as she struggled to force it back. Her armor began to crack and break away as her shield began to fall apart. Noelle's heart skipped a beat. "You can do it Erza, don't give up!" She yelled, in hopes that hearing words of encouragement would help her triumph, and they did. The magic from the Jupiter canon faded in once big explosion that sent Erza flying through the air and crashing to the ground.

"ERZA!" Natsu and Noelle screamed.

The two rushed over to the fallen wizard to check that she was okay. Her armor had been completely destroyed, but she was still alive - low on magical energy. Noelle frowned knowing that if the canon was to fire again there would be no way to stop it.

"I don't believe it," Macao gasped. "She was actually able to stop it."

"Once again Erza is the manliest one in the guild." Elfman said.

"Yeah, but look." Cana said pointing out Erza's fragile state.

 _"Makarov has fallen,"_ Jose's voice rang through the air. _"And now Erza can no longer stand. Any chance of victory has slipped through your fingers. Surrender Lucy Heartfilia immediately. You have no choice."_

Noelle glared at Phantom Lord with her fist bared. "No way in hell." She hissed acidly.

"That's not going to happen!" Alzach shouted.

"Like any guild would have over one of their own to a _monster_ like you!" Bisca spat out.

"You hear that?!" Macao shouted. "Lucy's staying put!"

Everyone in the guild echoed in agreement and spoke in Lucy's defense. Not a single soul there would dare hand her over to scum like Phantom Lord.

 _"I won't ask again,"_ Jose said in warning.

Suddenly Erza slammed her fist on the ground and screamed at Jose with pure rage in her voice.

"We would never betray her like that! You'd have to kill us first!"

The guild roared in agreement. Lucy couldn't believe that they would all risk their lives for someone like her. It was her fault they were in this mess in the first place. They should be mad at her - not defending her! Lucy hugged herself as the tears fell from her eyes.

"You can stop asking now because we're not going to give you any other answer!" Natsu screamed. "We're taking every last one of you jerks down!"

"Lucy is staying right here where she belongs!" Noelle yelled in pure rage. "And that's here in Fairy Tail! She's a member of our family and there's no way we're going to let you scumbags get your hands anywhere near her!"

Lucy's body was shaking as she cried harder than before. How could they look at her like family...after all of this. Lucy was questioning whether she should give herself up or not when she felt someone wrapping their arms around her shoulder. Her eyes widened when she seen it was Noelle.

"Lucy," Noelle wiped her tears. "Stay strong. We're here for you - I'm here for you."

"N-Noelle.." she sobbed and weakly nodded.

 _"If this is what you want, then I'll give you a second helping of Jupiter!"_ Jose screamed. _"You've got fifteen minutes to ponder the folly of your actions!"_

"They're going to fire at us again?!" Loke shouted.

Erza having used to much magic had passed out at that moment.

"Erza!" Noelle cried.

"Oh no, she's out!" Gray yelled. "And she's the only reason we survived that first blast."

Cloaked purple ghostly entities began to appear in the air and fly around the Fairy Tail mages. Noelle sniffed the air taking note that they didn't have any scent to them, meaning they weren't real.

 _"You're in quite the quandary, aren't you, Fairy Tail?"_ Jose mocked them. _"There's only two ways this situation can play out: either my troops will tears you apart, or you'll be blown away by Jupiter."_

"Are you kidding me?!" Macao said. "If he fires at us he'll kill his own men!"

"Surely he's bluffing. Who would do a thing like that?" Wakkba nervously laughed.

"No, he'll do it," Cana said. "Those phantom soldiers are created by Jose's shade magic. They're not human, so it won't matter to him if they're destroyed."

"What the heck are phantom soldiers?!" Bisca yelled.

"You saying there ghosts?!" Alzach said.

"We've gotta do something to take out that Jupiter Canon." Cana said.

"I'ma smash that thing to pieces! I only got fifteen minutes to wreck it, right?" Natsu roared and Cana nodded. "Come on Happy!"

There was no way in hell that Noelle was about to let Natsu have all the fun. She smirked and chased after him. "Wait for me, moron!" Noelle yelled as Marlow lifted her into the air. She'd get these jerks back for everything they've done to her guild and Lucy, and she would show Roxie that she hasn't gotten soft, too.

"Noelle! What are you doing?!" Gray yelled at her. "What did I tell you?!"

Noelle scoffed. "I don't give a damn! Lucy is in pain because of these bastards, and I'm not going to let that slide! I'm going to make sure they never mess with Lucy of this guild ever again.

Gray sighed watching Noelle fly away. "She never listens," He smirked and shook his head. "Come on, Elfman. We're going to storm that place too!"

* * *

 **End Note:** Edolas is so far away, but it's the Arc that I'm the most excited for right now! Bah! Ah well.


	17. A Flower Blooms and Lightning Fizzles

**Chapter Seventeen:** A Flower Blooms and Lightning Fizzles

Noelle ran through the halls of the Phantom Lord Guild with anger surging through her veins. She quickly took out the weaker members if they crossed her path and continue on her way. Marlow clung to her shoulder and excitedly rambled on about all the body parts he would break if he were in her position. Anyone else who have been freaked out, but Noelle was pretty much used to it by now. Marlow loved violence, nothing would change that.

"Noelle! Please, slow down!"

Noelle rolled her eyes as Barnet called out to her. It annoyed her how he had followed her in. She was more than capable of defending herself. She didn't need his help - not that he'd be any help, especially if they came across Roxie, or some other female member.

"Ladyship please! You should be rushing off into battle with the state you are in!"

Noelle scowled. "I'm perfectly fine. I've been in worse positions before," Noelle said. "And besides, I can smell her. She's close, so get ready."

Noelle narrowed her eyes and began to run faster, As she neared closer to Roxie she picked up the scent of another and furrowed her eyebrows. The smell of rain and dew; a water mage

"She's not alone, and judging by the smell, I'd say she's with a water mage."

Barnet frowned and struggled to catch up with her. "I suppose they're one of the Element 4."

With the scent drawing closer Noelle stopped and turned to face Barnet. He too stopped and look at her with a confused expression.

"Listen, Barnet." Noelle sighed. "We can't hold back on these people. We have to give it our all. They hurt our friends, and Lucy is suffering because of them. They need to be stopped. We can't hesitate," Noelle narrowed her eyes. "Do you understand?"

Barnet was sweating and looked nervous, but he nodded anyway. Noelle knew if the member of the Element 4 was female then he'd be reluctant to fight her, but he needed to get over it.

Their guild was depending on them.

* * *

From a broken window Barnet and Noelle were able to climb onto the roof of Phantom Lord. The sky was dreary a grey color, and fat raindrops were dribbling down from puffy grey clouds. Noelle frowned as raindrop fell on her face. It wasn't raining when the Jupiter canon was fired, meaning this had to be the work of the water mage of the Element 4.

"Be on guard," she told Barnet. The rain was starting to make it harder to pick up their scents. "They're coming."

Their scent was faint, but strong enough to know they were coming towards them. Noelle plucked Marlow off her shoulder and made an ice umbrella to protect him from the rain.

"Get out of here Marlow. I don't want you getting hurt. You should go find Happy and Natsu."

Marlow frowned. "But..." He didn't want to miss the action!

"I'll describe the fight later, in full detail." She smiled at him.

"Promise?" Marlow pouted.

"Yeah."

Still pouting, Marlow held his umbrella up and flew away from the battle.

"Little White, couldn't get enough of me, could ya?"

"You just couldn't get enough of me, could you, white." Roxie smirked cockily. "You sure you should be out here? Last time I checked, I put you out of commission. Don't tell me that you're a glutton for punishment, mama."

Noelle shivered at the sound of Roxie's voice. Why was she the only person in the world who attracted weirdos? Noelle shook her shivers away and glared at Roxie. She was with another girl who had blue hair and blue eyes. She was carrying a pink umbrella with her.

"Drip, drip, drop," The blue haired one spoke. "Hello. Juvia is the rain woman of the Element 4. Drip, drip, drop."

"So that makes you one of them too," Noelle glared. "Bring it on then. You're going to pay for what you've done. Right, Barnet?"

She glanced back at Barnet and groaned. He had that stupid expression on his face again!

"Barnet!" Noelle yelled louder this time.

* * *

Barnet was speechless. He couldn't think. He couldn't move. He couldn't _breathe_. Only one word could describe the woman before him: perfection. Her beautiful blue ringlets, eyes so blue you could get lost in them, and a killer body to boot! Barnet pressed a hand against his beating chest and sighed. He's come across many woman along his travels, woman of all different shapes and sizes, but this woman, she was like none he's ever seen before! How could a woman of such beauty belong to a place as cruel as Phantom? Why must fate be so cruel!

"Barnet!"

Barnet jumped at Noelle's voice and nervously straightened himself out. "Y-yes Ladyship?"

* * *

"Y-yes Ladyship?"

"Get it together. These people are the enemy." Noelle rolled her eye at him.

Roxie cocked her head at Noelle with a smirk on her blue lips. "Be we could be so much more, baby girl. How about you take up that offer and cross over to our side? That way I won't have to hurt that pretty little face of yours, again."

"No can do Rox," Noelle frowned. "My place is with Fairy Tail. Barnet, you handle water works. Sparky is mine!" Noelle roared and charged at Roxie. "It's time I get pay back for earlier - that hurt you bitch!"

Roxie snickered. "Sorry mama, but I gotta fight for the pride of my guild. You understand, right?"

Roxie chuckled and threw and electrified fist at her.

* * *

With Roxie away Juvia sets her sights on Barnet. She had no expression on her face to tell him what she was thinking at the moment.

"Juvia must say that she's impressed your guild was able to strike down two of the elements. However, you must not underestimate the remaining two."

Barnet's eye widened. Two of the Element 4 had been defeated? He knew Natsu must have taken out one, but who had gotten to the other?

"I do not wish to engage you in battle; but I will, if needed. Though, I do not like to fight against woman. It goes against my code of honor." Barnet frowned and held his hand out. A black magic circle appeared before it, and from within it he pulled out a black steel sword with a golden handle, and golden edges around the blade.

"However I will push aside these feelings. For I am Barnet Jutsus, an honorable mage of Fairy Tail1"

The two stared at each for a solid minute. When Barnet was preparing to attack Juvia suddenly blushed and turned away from him.

"Well then, Juvia gives up. You win. Goodbye.

"W-wait! M'Lady, where are you going?!" Barnet yelled.

Juvia's heart was racing and her cheeks felt incredibly warm. "There must be something wrong with Juvia," she spoke to herself. "Why is Juvia's heart beating so fast?"

Barnet strapped his sword to his back and ran after Juvia. "Come back, M'Lady!"

"I have the strong urge to make him mine. Juvia can't help herself anymore!"

Barnet was about to question her words when Juvia suddenly turned around.

"Water Lock!" she yelled, trapping him in a bubble of water.

Barnet clutched at his throat as his lungs began to burn. He tried to reach for his sword but stopped as he remembered using that sword in this bubble would mean certain death for him.

"Oh my, he's wounded! What should I do?! If I don't release him quickly-"

Suddenly the bubble around Barnet began to freeze over and crack, releasing Barnet from the watery prison. Barnet gasped and violently coughed up water.

"You okay?" Noelle yelled to him.

"Thank you...Ladyship." Barnet struggled to stand. "I let my guard down."

"Get it together! She's our enemy, Barnet! Your job is to protect the honor of the guild, and at the moment you're not doing that! These people hurt our guild, our friends, and they're the reason Lucy is suffering! We have to do whatever it is to stop them! Everyone is giving it there all, so I expect you to as well! For the sake of the guild, you have to fight!"

Barnet was shaking. "I understand, Ladyship." Barnet took a calming breath and cleared his mind. He plucked the sword from his back and held it steadily in front of him. He was no longer looking at Juvia as a woman, but as enemy.

"He's so loyal to his friends and guild, a gallant hero! He must be Juvia's knight in shining armor come to rescue her from the gloomy rain!"

 _ **:Juvia's Fantasy:**_

 _Barnet held Juvia close to him. He was bare chested and his eyes were fixated on her, filled with love and adoration. Juvia's heart was thumping and her pale cheeks were rosy red._

 _"This must be destiny. I've finally found you, Juvia's prince!"_

 _Barnet brushed Juvia's hair behind her ear and leaned in closely to her. "Juvia, my Princess, let's run-away and begin a new life! You, me, and our thirty children; we'll all be so happy!"_

 _Juvia sighed happy and pressed herself closer to Barnet. "Barnet-Sama, Juvia would love nothing more than to run-away with you!"_

 _ **:Outside of Juvia's Fantasy:**_

Barnet blinked at the blunette. She was rambling to herself and her face has turned bright red. "Um, are you alright?" When he got no response he shrugged. "My clothes are soaked." Barnet sighed and closed his eyes. A bright golden light swirled around him briefly before fading away. His upper clothing and armor had disappeared, leaving him shirtless.

Juvia's face became even more red and she broke out into hysterics. "He's taking off his clothes! Juvia's not ready for this!"

"I do not wish to fight you Juvia but you leave me no choice." Barnet frowned and summoned a plain sword from his requip space.

 _'She is my enemy...that I'm aware of, but the sword on my back is strong enough to kill, and I do not wish to bring death to my enemy. Not this time.'_

With that in mind Barnet sent the sword back to his requip space and then charged at Juvia.

"Forgive me, _hyah!_ "

Barnet was confused when Juvia didn't move out of the way of his strike. When his sword came down on her it drew no blood - but instead it went through her. Barnet's eyes widened and he quickly pulled his sword from her watery body.

"I don't understand." He said.

"Juvia's body is made of water," Juvia said. "Surprise. Drip, drip, drop," Juvia suddenly looked down. "Yes...he's my enemy. We're on opposite sides of this war. Juvia has no choice but to attack." She held her hand out towards Barnet and spoke." This is farewell my Prince. Water Slicer!"

Juvia formed her magical seal and crescent blades of water shot towards Barnet. He jumped out of the way as they soared past him and sliced through the steel of the Phantom Lord guild. Barnet frowned. If her water was strong enough to cut through steel, then his swords wouldn't do him much good - but he'd have to try. He can't let his guild down when they need him the most.

"A forceful jet of water can even cut through steel," She frowned. 'Underestimate its powers and you'll find yourself in a world of pain."

"You shouldn't underestimate me either, M'Lady. For I will not lose this fight!" Barnet yelled and threw his sword at her. His sword ripped through her body and struck the wall behind her. Barnet scowled. This battle was going to be one of the most difficult he's been in yet.

"No matter how you try, the result is the same. Psychical attacks are useless against Juvia. Drip, drip, drop."

"You're strong. I'll give you that." Barnet admitted.

"You cannot defeat Juvia," she frowned and looked down at the ground. "You can still save yourself. All we ask if that you hand over Miss Lucy Heartfilia. Do that, and Juvia will ask her Master to call off the attack on Fairy Tail."

"A knight never goes against one of his own," Barnet glared at Juvia. "We're all too far in this fight to withdraw now. There is no going back. Lucy is a friend and a comrade. I will gladly give my life to protect her from the likes of you."

Juvia's eyes widened and her umbrella fell to the ground.

 _'Give his life? Give his life? Give his life? Love rival! Love rival! Love rival! Love rival! LOVE RIVAL!'_

Juvia began to scream and thrash about. Barnet didn't know what to think of her sudden change in attitude.

"Oh the pain! How can fate be so cruel?! My heart...my heart hurts like it's shattering to pieces! It hurts! It hurts!"

"Juvia, are you okay?!" Barnet yelled.

He shouldn't be concerned for his enemy, but seeing her writhing in pain...he didn't like it.

Juvia suddenly looked up with a creepy expression on her face. "She's not worthy of my Prince," she spoke in an eerie whisper. "I will never forgive Lucy!" Juvia screamed with water swirling around her.

Barnet sweatdropped. Had he said something wrong?

Juvia pressed her hand forward and blasted a torrent of water at Barnet. The attack was too fast to dodge and Barnet was hit with the torrent of steaming hot water. He hissed as it burned into his skin.

"Your water burns. I don't understand. What is your hatred towards Lucy for?!"

Juvia growled and shot another torrent of water. Barnet somersaulted backward, only for the attack to follow him. He jumped out of the way and hissed as the streaming water grazed his body. Another attack came from behind Barnet and sent him flying across the room. He nearly fell off the edge but quickly balanced himself.

"Ever since the day I was born Juvia has been followed by the rain. Within this rain, Juvia can never be defeated!" Juvia raised her hand in the air and summoned a watery tornado. "Juvia's jealousy is boiling over!" She yelled, shooting steaming balls of water at Barnet.

"I don't understand. What is there to be jealous of?!" Barnet yelled and called forth a shield. He held it over himself as the scalding water poured off in waves.

 _'Truly, she is an amazing wizard. Her speed, and the way she is able to control the water make her a worthy opponent. It's almost as impeccable as her radiant beauty! Don't get distracted Barnet! She is the enemy. Yes, my enemy.'_

"I told you. I am the most powerful in the rain. No one can defeat Juvia!" Juvia stopped her attack as the steam rose in the air. "Juvia is sorry." she whispered.

She expected Barnet to be out or worse when the steam faded away, but instead she found an empty spot where he once stood. Juvia noticed the broken window and approached it.

"He used the steam as cover to escape. He's not just handsome, but smart too." Juvia's heart thumped and she held a hand to her pink cheek. "Juvia really is in love."

* * *

Barnet raced through the halls of Phantom Lord, keeping an eye out for any sign of Juvia. He didn't have any more time to waste on a battle that was going nowhere. Jose needed to be stopped before anyone else got hurt. He then began to wonder how Noelle and her battle with Roxie was going.

He hoped she was okay.

* * *

Ice Dragon: Diamond Fist!"

"Lightning Devil: Iron Fist!"

Lightning and ice exploded against one-another and Roxie and Noelle were thrown back by the sheer force of the collision. They both quickly got back on their feet and began trading blows once more.

Roxie's hissed as ice sliced through the ground and ripped through her skin and clothes. She hid her pain with a playful smirk.

"You're not doing too bad, snow. You must be really hot and bothered!"

"You're not doing too bad, Little White," Roxie said. "But hey, how are you really feeling? I didn't mean to go so hard earlier, but I couldn't let my guild see me going soft."

"Well, I've been better," Noelle admited. "Don't kick yourself over it. Past aside, at the moment we're are enemies of oppossing guilds, and have to do what we're are ordered to. Ice-Make: Scythe!"

Noelle ran at Roxie and swung her scythe. Roxie ducked and weaved between her swings. As Noelle was swinging her scythe, Roxie swung her leg around and crammed it into Noelle's stomach. Noelle hissed and narrowed her eyes at Roxie. She grabbed her by the front of her shirt and bashed her head against Roxie's skull.

"Mother fucker!" Roxie hissed and shoved her away. "That was a dirty trick!"

Noelle smirked. "I try my best."

Roxie growled and slammed her fist into the ground. "Lightning Devil: Shockwave!"

Waves of electricity raced towards Noelle and she quickly summoned a pair of icy wings on her back and flew into the air.

"Ice Dragon: Roar!"

Fast as lightning she dodged her attack and was at the other side of the roof. Noelle frowned. Whenever she was close to landing a strong attack on her she would quickly move away. She needed to figure out some way to slow her down. She thought for a minute on how she could do this when an idea suddenly came to mind. Smirking, she disbanded her wings and dropped to the ground.

"Giving up?" Roxie snickered. "I can do this all day, mama."

"Come on Rox. We both know that I don't go down that easily." Noelle smirked.

She wasn't fooling her. She hadn't been able to land many attacks on her, but the ones she did she made sure counted. The cuts and bruises all over Roxie's body weren't just for show, after all. Noelle was going to make sure she felt the pain she inflicted on her guild. and pride.

No, she was going to double it.

Noelle spread her arms apart and closed her eyes in focus. Steadily, magic circles began to form all around her in various shades of blue and purple. They rotated slowly; and glowered brightly with magic.

"What the hell is this, huh?!" Roxie screamed at her. There was fear in her voice.

"Ice Dragon," She whispered. "Winder Wonderland."

At once the magic circles began to glow brightly and explode with magical energy beams that struck the ground and area around them. The area began to freeze over at a rapid pace, thick with ice. Roxie's eyes widened when she realized Noelle's plan.

"You've got a screw loose if you think freezing the area will slow me down!" Roxie yelled.

"I don't think it will," Noelle smirked. "I _know_ it will."

"Lightning Devil: Velocity Strike!"

Like when they fought before the lightning shielded Roxie. Her attack did nothing to help her speed as the ice immediately slowed her down.

"Come on, damn it!"

Roxie growled and tried to fight against the ice, but she pushed too hard and fell on her face.

"I should have told you to watch your step!" Noelle giggled.

Roxie looked up at Noelle with a murderous glare. "You're dead, white."

The sky above suddenly turned black and the only sign of light were the bright flashes of lightning that lit the sky. Thunder roared in the air and the wind whipped around them.

"Lightning Devil: Tempest Storm!"

A loud crack of thunder roared in the sky and was soon followed by brilliant bolts of lightning that rained down from the heavens above.

Noelle's eyes widened as the lightning got closer and closer. She didn't have a spell strong enough to protect her from that!

"Heh, so you're getting serious, huh?" Noelle dropped down to the ground with her legs crossed and her palms pressed against each other. "Then I suppose I will to. Sorry Rox, but this battle is mine."

* * *

Roxie watched with a pleased and twisted grin on her face as her lightning rained from the ground and ripped the earth apart. There was no way anyone could survive her Tempest Storm! It was the strongest spell she had and the most power consuming. A vigorous bolt of lightning belted from the sky and down to where Noelle had been standing. Roxie's grin widened when the sound of an explosion and blinding light filled that area. Her attack struck and there no way she survived it.

"Sorry mama," Roxie grunted and fell to her knees. "But I got people here that I can't let down. You should have never come back for seconds. It's a shame though, you and I could have had something damn amazing."

 _"Come on Rox, we both know that you couldn't handle me."_

"You survived?!" Roxie screamed over the thunder. "How?! That's my strongest fucking attack - no one lives through that!"

Roxie's eyes widened and she gasped.

"W-What the hell is that thing?!"

Before her was a massive giant made entirely from ice, and sitting on its shoulder was Noelle with a shit-eating grin on her face.

Noelle smirked down at Roxie who looked like an insect from so high in the sky. "Oh this? It's a special spell of mine. Ice Dragon's Summoning: Colossus Frost Giant."

Noelle patted the giant and grinned.

"It's a spell that let's me call on some help whenever I find myself in tight jam. You're right though, that attack would have done some serious damage if it weren't for this guy. Luckily I was able to summon him just as your lightning struck and use him as protection. See, it takes more than little'ol lightning magic to take down Bolthor. Right, big guy?"

"Child of Isoldeth, it's been ages since I last seen you," Bolthor spoke in a deep, rumbling voice. "You've grown! The last time I seen you, you were but a small girl."

Noelle smiled remembering the day she had first summoned Bolthor.

* * *

"Focus, child. Ice can be much more than a weapon, it can be your friend as well. Channel your magic within the ice around you, and imagine it coming to life. This is a special spell that will allow you to summon an ally when in danger."

"What am I supposed to imagine?"

"Whatever your heart desires. It can be small, or it can be big, the decision is yours, Noelle."

Noelle tapped her finger to her chin as she thought of what kind of friend she would like. "I imagine him to be big, and strong, and be made of ice! He'll have two giant hammers for weapons, an um, a beard made from snow! And he'll be taller than a building!" Noelle grinned and raised her hands into the air.

"That's quite the imagination you have, my dear. Now, do as I told you and bring your creation to life."

Noelle nodded and plopped down on the snowy ground. She crossed her legs and pressed the palms of her hands together, and hummed lightly as a magic circle appeared underneath her, and another appeared a couple feet away from her.

Noelle focused her magic in the ice around her, and it slowly began to gather together in the other magic circle. She began to imagine the ice taking form of the monster from her head.

"You're doing wonderful, my snowflake."

Noelle's body was starting to shake, and cold sweat was pouring down her neck. Isoldeth had said the spell wouldn't be easy to learn, but Noelle was determined to push through and make her mama proud! With her determination burning inside of her, she pushed forward and channeled more magic into the ice.

She doesn't remember how long it had taken, or when she had realized she ran out of magic. She can only remember hearing Isoldeth's excited gasp and excitement in her voice as she lifted her up with her tail and set her on top of her head.

"Noelle, you truly are an amazing child."

"Why's that mama?"

Isoldeth smiled and pointed her tail forward. "Look for yourself."

Noelle followed Isoldeth's tail and gasped when she seen a giant monster peering down at her. It looked like what she had imagined, but ten times bigger!

"It's huge!" Noelle squeaked and ducked down.

The giant tilted it's head and crouched down to study Isoldeth and Noelle curiously. "Winged creature, was it you who summoned me here?"

"I'm afraid I can not take credit for something I didn't do. My daughter is the one who summoned you, right, Noelle?"

Noelle peaked up at the giant with fearful blue eyes. "I-Is he going to eat me, momma?"

The giant roared with laugher and pounded his massive hand on the ground. Noelle had to grab onto Isoldeth's horn so she didn't fall off. She glared at the giant monster.

"A tiny human like you would never fill a giant stomach like mine! And between you and me," the giant leaned forward and cupped a hand around his mouth. "I prefer a nice ice cream cone over the taste of children."

Isoldeth giggled and Noelle couldn't help but smile. "I like ice cream too."

"Ho-oh! How splendid! What is your name, little human?"

"I'm Noelle." She shyly said.

"Noelle? What a pretty name. You may call me Bolthar, Noelle."

Noelle smiled not fearing the giant as much as she had.

* * *

Ever since then it's been easier and easier for Noelle to summon Bolthar. The last time she had summoned him was before Isoldeth has disappeared seven years ago, so they hadn't seen each other in years. Noelle was happy that Bolthar wasn't upset with her. She would have summoned him sooner, but she was so focused on finding Isoldeth.

"Little one, where is your mother? And who is this girl?"

"Isolda has been missing for seven years, Bolthar.," Noelle frowned. "I don't know where she's went, but I haven't given up finding her. As for her," Noelle smirked down at Roxie. "She's an old comrade of mine. But, right now, she is the enemy."

"Oh. Is that right?" Bolthar asked glaring down at Roxie.

Roxie's eyes widened and Noelle could have sworn she heard her whimper. The Lightning Devil was at a loss on what to do. She never faced off against something so large! And her strongest attack did nothing to him! There was no way she was going to win this.

"Human, is what my friend speaks true?" Bolthar asked pulling one of his hammers off his back. "Speak, girl."

"I-I was only doing what I was told! I never meant to hurt anyone! We only wanted the Heartfilia girl! We were only doing what were were hired to do!"

"Little snowdrop?" Bolthar glanced at Noelle. "What would you like me to do?"

Noelle frowned feeling genuine pity and sadness for Roxie. In that moment she wasn't the hardass she always portrayed herself to be - but a girl, one who was scared out of her mind.

Noelle sighed and shook her head. "Don't hurt her. She's not the one to blame here. She was only doing what she was told to do."

"I see," Bolthar put away his hammer and reached his hand out to Roxie. "Human," he spoke, making her flinch. "I hope you've come to realize the error of your ways. My friend was merciful this time, but if she ever calls upon me again on your account, I will not be. Do you understand?"

Roxie nodded her head and placed her smaller hand in Bolthar's larger one. The giant gently pulled her to her feet and held a hand out to Noelle. She climbed on and Bolthar gently lowered her to the ground.

"It was nice seeing you again, little one. Do not ever be afraid to call for my help. I will always be here when you need me."

"Thank-you Bolthar," Noelle bowed to him. "I'm sorry that I've waited so long. I promise to summon you more often."

"I would like that. I must be going now. The longer I am here, the more magic it takes from you. Goodbye for now, Noelle. I do wish you luck in finding your mother."

"Goodbye Bolthar, and thanks. I'm going to find her! You can count on that!" Noelle said with a big grin on her face.

Bolthar smiled at her as he suddenly burst into sparkles.

With Bolthar gone, Noelle dropped to her knees and panted. "I forgot how much magic it takes to summon him," she laughed lightly. "Hm?" Noelle glanced up at Roxie and noticed she was quiet - which was weird to Noelle. "Rox...are you alright?"

"I never wanted to be a part of this damn guild!" Roxie said. "You risked everything freeing me from Imperial Dawn, and how do I repay you - by running into the arms of another dark guild! But, what other choice did I have? People like me - us - aren't cut out for this world! Phantom Lord...were the only ones who would accept me."

Roxie's voice cracked and a tear rolled down her cheek.

"Roxie.." Noelle whispered.

"I would have left, but there are people I care about here. Gajeel and Juvia are my friends, and I love them so fucking much. We've always stuck together, and we're always there for each other - though Gajeel denies it," She laughed a bit. "I stayed for them and only them. Jose, that bastard is no better than Lucien at times! They're both selfish, egotistical bastards who don't give a damn about anyone but themselves!"

Noelle flinched at the mention of Lucien. It was a name she wanted to forget, but knew she never could.

"These people - these monsters - they have no heart or conscious. They'll follow Master Jose blindly and do whatever he says...but I'm not better. I'm just like them."

Roxie punched her fist into the ground and choked on a sob. There weren't many options for people like her out there! She wasn't known as the Lightning Devil for nothing. She got the name for a reason, and it wasn't a good one. Roxie hugged her arms around herself and screamed. When Master Jose learned she failed him she'd be punished and he'd no doubt drag Juvia and Gajeel into it as well, because he knows how close the three are. The thought of something happening to them was enough to make her vomit. Juvia was like a sister to her, and Gajeel a brother; her family. They had been there for her when she needed them the most.

Roxie froze as she felt arms wrapping around her waist. Noelle pressed her face against Roxie's cheek and hugged her tightly.

"Imperial Dawn isn't our problem anymore," Noelle said. "Lucien can't hurt you - us - anymore. I know how it feels to be scared, and alone; but you're not. You have friends that care about you. What you are feeling is normal. You're not a monster Roxie; you're a human. We make mistakes, some we're not proud of, but you can't let that hold you back. It's okay to be afraid, or sad, you don't have to hide it."

Roxie's body shook as she cried. The things she said, and the way she acted, it was a charade she had been doing for years to prevent people from getting closer to her. There were only a few people she ever let in.

"I can't forgiven Phantom Lord for what they've done to my friends."

Roxie looked down at the ground ashamed.

"But I forgive you, Roxie."

Roxie's eyes widened and she whirled around on Noelle with wide golden eyes.

"W-what? What about what I did to you?! How can you forgive me so easily?!"

"It's simple," Noelle laughed and pressed her head against Roxie's. "Before you were acting as a member of Phantom, but now you're acting on your own. You're not the Lightning Devil of Phantom anymore. You're Roxie...of Fairy Tail, and my friend."

"But...I'm not..."

"Leave the darkness and come to the light. On this side, we treat each other as family, and no one is judged for their past mistakes. We're protective of our own and do whatever it takes to keep them safe. Look how far we've gone for Lucy. Even after all that's happened we're still fighting for her - and we won't stop." Noelle pulled back from Roxie and gently smiled. "And we'd do the same for you. I've done it before, and I'll do it again. Don't think that I've forgotten about you, Sparky. You're my friend, you perverted freak."

"What about Juvia and Gajeel? I can't just leave them alone!"

Noelle laughed and fell backwards onto the icy ground. "That's something that their going to have to figure out for themselves, Rox."

Roxie stared at Noelle. "Hey, Noelle, how did you escape? Lucien had you on a tight leash, last I remember. There's no way that he'd let his favorite little pawn go freely."

Noelle tensed. "You're right. He didn't. I had to fight for my freedom, and it almost cost me my life. I should have died, but I was saved."

"You were?" Roxie's eyes widened.

"Yeah," Noell smiled. "Lucy Heartfilia saved my life from Lucien's elite wizards; the Imperial Knights. I owe my life to her."

Roxie was shocked. The blonde they'd been after saved her life?! Roxie looked off to the side with a frown. "She took on the Imperial Knights herself, huh? She's gutsy. You don't take them on and live to tell the tale."

Noelle frowned. The Imperial Knights were Imperial Dawn's strongest mages, and ruthless killers. They don't hesistate when it comes to taking down their prey, as Lucien's most loyal dogs. Noelle did have a fear that they would come for her again, and she prayed that when that happened; she would be nowhere near Fairy Tail.

She cared about them more than she wanted to admit. She was starting to see them...as a family.

And it scared her.

* * *

"Why save Juvia?"

Juvia lay on the ground with Barnet sitting beside her. The two had fought hard, and the fight had eventually came to an end when Juvia had nearly fallen off the building, but Barnet had caught her.

"It is my duty." Barnet replied.

"Juvia has lived her entire life as a gloomy rain woman. Phantom looked past that and welcomed me with opened arms. I finally felt wanted. Juvia then became friends with Roxie, who treated her kindly, and Gajeel. They don't think of Juvia as a gloomy rain woman... only Juvia. They are...family."

"They sounds like great friends," Barnet smiled. "You know Juvia, the rain isn't necessarily a bad thing."

Juvia looked up at Barnet curiously.

"Where would the world be without rain? The world needs rain in order to grow," Barnet leaned back on his elbows and smiled down at Juvia. "Just as a flower needs the rain to bloom."

Juvia's eyes watered as light shined down on her. "The rain...has stopped?"

"Isn't it beautiful, Juvia?"

"Blue skies...I've never...seen it before." Juvia marveled.

"What do you think?" Barnet asked.

"It's beautiful...so very beautiful."

Juvia gasped as the suns rays shone down on Barnet and bathed him in golden light. Juvia's heart thumped painfully against her chest and her face went warm.

Like a gallant hero straight from a storybook, Barnet had swooped in and rescued his Princess from the gloomy rain that chased away her happiness for many years. The rain that had followed her for so long and caused her so much grief, was finally gone.

Juvia was finally able to see the light.

And it was so warm.

* * *

 **End Note: Imperial Dawn. Who the hell could they be? Hm...**

 **God I love Juvia so much. Gray's crusty ass doesn't deserve her!**


	18. The Fall of Phantom Lord

**Chapter Eighteen:** The Fall of Phantom Lord

"You're insane pretty mama! There's no way you're going to be able to fight in your state.

Noelle groaned. Why was everyone telling her what to do today?! And the fact it was Roxie of all people made it even worse!

"I have to do something! I just can't stay here while my friends are fighting!"

Roxie frowned. She didn't have anymore doubt that Noelle was strong but she wasn't in any condition to fight, either. She could barely stand now. More fighting could land her in some hot water.

"Juvia agrees. You should rest and regain your strength."

Noelle was going to protest when a fiery blast suddenly filled the air.

"GAJEEL!"

Natsu's roared ripped through the air and sent shivers down Noelle's spine.

"Gajeel is the one who attacked the guild as well as Levy, Jet, and Droy, I'm not going to let him get away with that. It doesn't matter if I have magic or not - that's not going to stop me!" Noelle declared. "Barnet, you stay here with Juvia and Roxie."

Barnet reached out and Grabbed Noelle by the wrist. "Wait," he said. "You and I both know that Natsu can handle Gajeel on his own. Go and help those who are still fighting against the phantom soldiers. I'm sure they could use your help more than Natsu."

Noelle frowned knowing he was right. She sighed and nodded, though disappointed she wouldn't get to punch Gajeel's stupid face.

"Fine. I'll go help the others."

"Be safe," Barnet said. "Don't do anything reckless, or you might send Gray to the brink of insanity."

"What's that supposed to mean?!" Noelle fumbled, a blush on her face.

Barnet only smirked at her.

"I don't have time for this, damn it!"

Noelle turned away from the trio while trying to hide her face.

 _'Stupid Barnet! Why'd he have to go and say something like that?!'_

* * *

Cana was starting to grow annoyed. Every time they thought they were through with the phantom soldiers more and more would take their place. They never died! Everyone was starting to run low on magic, including Cana herself. She didn't know how much longer she or anyone else could keep this up.

"We're getting nowhere with this!" Cana yelled in frustration.

"You better not give up now, Cana!"

"Noelle!" Cana smiled. "I'm glad to see you. We could really use some help down here."

"That's what I'm here for," Noelle said. "You guys take a rest, okay? Leave these guys to me."

Cana stepped back as Noelle stepped forward and cracked her knuckles. The Ice Dragon grinned and held her hands out in a show-me-what-you-got manner.

The phantom soldiers took the bate and closed in on her.

Noelle smirked and sucked in a breath. "Ice Dragon: Roar!" She screamed blasting the phantom soldiers away, but more were quick to take it's place.

Some of the members gasped at Noelle's magic.

Noelle breathed heavily and winced as pain shot up her side. It was getting harder to ignore her injuries now.

"Damn it," Noelle hissed and clutched her side. "Wait, what the hell are they doing now?"

The phantom soldiers began to fuse together, creating a giant ball of darkness with shadowy hands.

"That things got creepy hands everywhere" Laki yelled.

"That's the least of our worries." Wakaba said.

"Yeah, this is bad." Macao agreed.

The shadow monster began to attack the guild making everyone cry in panic.

"That monsters trying to tear down our guildhall!" Cana yelled with tears in her eyes.

"I won't let it!" Noelle roared. "Ice-Make: Wings!"

With her wings, Noelle flew into the air and faced the monster.

"I won't let you destroy our guild! Ice Dragon: Roar!"

She roared with all her might at the monster, but it didn't halt in its attack. Noelle felt tears prick her eyes. She tried again, and again, and again, but it just wouldn't stop!

"You bastard!..." She cried.

One of the free hands of the monster smacked Noelle out of the air and sent her crashing into the ground. Noelle cried out as pain flooded her body.

"Noelle!" Cana yelled.

The Card Mage ran over to her and helped her to her feet. "Stop. You can't keep going like this. You're going to kill yourself!"

"But the guild!" Noelle sobbed. "It's gong to destroy the guild!"

Cana began to break as she watched it destroy their guild - their home! She wouldn't let it, she would stop it! She tried to run but Noelle stopped her by grabbing her from under the arms.

"Noooo! Let me go! I have to stop that thing!" Cana shouted.

"There's nothing you can do, Cana!" Noelle yelled.

Noelle held Cana and hid her face in her shoulder as the guild came crashing down. There was nothing they could do. They were powerless to stop it. Noelle patted Cana's head as she cried. Noelle was crying too. She hadn't been here as long as Cana, but the memories she had, were so precious to her. Her friends were precious to her. Fairy Tail was precious to her...and now it was gone.

And she wasn't able to stop it.

"I'm so sorry," Noelle cried hysterically. "I tried, I really did. I'm so sorry."

Cana held on tighter to her as they both cried for the loss of their guild.

When all hope was lost a roar suddenly ripped through the air and fire lit the sky as Gajeel's body fell to the ground.

"Ow! You see that light!" Bisca cheered.

"It's Natsu!" Alzach said.

Noelle leaned against Cana with a tearful smile. "Nice one, Natsu."

* * *

Time had passed since the guilds destruction and everyone was still struggling to fight against the phantom soldiers. Noelle was completely out of magic energy - but she pushed through. She had to stay strong, especially since Gray and Erza had returned. Master Makarov had recovered and was now facing off against Jose. Every time the two attacked each other there was a tremendous tremor that shook the ground.

"How are you holding up Noelle?"

"I'm fine," Noelle panted. "Worry about yourself, frosty."

Gray could see right through her lie. She could barely stand, why the hell was she even still fighting? Was she trying to kill herself?!

"You should take a rest, Noelle." Erza said.

A powerful explosion came from the Phantom Guild and sent a shock wave out towards the Fairy Tail mages. Noelle grunted as she struggled to withstand the blast.

"I can't keep this up much longer," She huffed. "I'm all out of magic and the pain of my injuries is starting to get the best of me...but I can't give up, not now. Not while everyone else is still fighting."

Noelle grunted and shook off the pain.

Suddenly golden light filled the sky and a huge golden magic circle appeared above the Phantom Lord guild. Noelle shielded her eyes from the bright light and stumbled backwards. The phantom soldiers began to fade away as the light hit them.

"What is that light?!" She gasped.

"This is Fairy Law." Erza said.

"What is that?" Gray asked.

"A spell that vanquishes darkness with sacred light," Erza smiled. "It only affects those the caster see's as their enemy. Incredible, isn't it?"

The light had faded not too long after and the Fairy Tail wizards were already celebrating. After hours of fighting they had finally beaten Phantom.

The Master appeared before them and held his hands out in victory.

"We are victorious, but I had very little to do with it. This victory, is yours my children!" He yelled to them all.

Noelle laughed and allowed herself to collapse on the ground.

"We would have never been able to do it without you, Gramps."

* * *

Time had passed since the battle with Phantom, and everyone was slowly recovering. With the guild destroyed, Noelle had no choice but to stay with Porlyusica as she healed...and she wasn't happy about it.

"This sucks. I'm feeling better. Let me out of here already!"

Gray rolled his eyes at Noelle. "Like I said the last ten times, no. You need all the rest you can get."

"But it's been days!" Noelle whined.

With the fight with Phantom over her friends had dragged her ass to Porlyusica who yelled at her for being reckless and going against her orders. Noelle was still pouting about it since Porlyusica scared her, she wasn't afraid to admit that. The old hag hated humans and wasn't against beating them with brooms! Pure evil.

"I could always let Porlyusica know you're refusing to take your medicine," Gray smirked and held up a spoon with green liquid in it. "Say _'ah'_."

Noelle grumbled and reluctantly opened her mouth. Gray shoved the spoon in her mouth and the medicine poured down her throat. Noelle gagged and dramatically clutched at her throat as if she was dying.

"Oh come on. It's not that bad." Gray smirked.

Noelle glared at him and grabbed the medicine bottle of the table. "Oh yeah?" She smirked and grabbed him by the collar of his shirt. "Say _'ah'_ pretty boy!"

"Hey! No! Cut it out Noelle!"

Gray struggled against Noelle as she tried to pour the medicine down his throat. Marlow who had entered the room at that moment saw Noelle's plan and grinned. He flew over to Gray and bit the wizard on the arm - extra hard so to draw blood.

"What the hell, cat?!"

Noelle saw her opening and poured the medicine in Gray's mouth. He gagged and spit out the gross tasting liquid and glared coldly at Noelle.

"Oh come on. It's not _that_ bad." She taunted with a playful smile.

Gray wiped the excess liquid from his mouth and smirked. "It's good to see you smiling again. A frown doesn't suite you."

Noelle blushed and grabbed for her pillow. "Idiot! Why do you always have to go and make things awkward! You, stupid pervert!"

Gray laughed as she beat him down with a pillow. "Oh come on! I can't help it. You're cute when you're flustered."

"Shut up Gray!"

"I want to beat Gray up too!" Marlow grinned and grabbed a pillow. "Die, pretty boy!"

"Ow, come on! That's not fair!" Gray laughed.

Gray grabbed his own pillow and started to beat on the pair. They were all laughing as they raged pillow war on one another...that is until Porlyusica returned.

"You stupid brats! What do you think you're doing?!"

Noelle and Gray screamed and held onto another as Porlyusica closed in on them.

"We're sorry!"

"Kids like you are the reason I hate humans!"

Marlow smirked and curled up on the bed. Porlyusica may hate humans, but she never said anything about hating cats. So that made her okay in his book.

"And get that animal out of my house!"

Strike that. Marlow hated this woman.


	19. Romeo's Big Day

**A/n:** Decided to bring back the mission with Romeo since I liked it.

* * *

 **Chapter Nineteen:** Romeo's Big Day

Noelle was finally free of Porlyusica's care, and she was feeling much better. She was very grateful for Porlyusica's care, but the woman was so damn mean! Noelle had tried to thank her for her hospitality and was chased out of the old bats house with a broom.

Noelle shook the thoughts away and finished getting ready. Noelle was wearing a light blue leather jacket that stopped under her breast. White fur lined the collar of the jacket and the cuffs of the sleeves. Under it she was wearing a form fitting black tube top. For bottoms she had on light blue shorts, as well as white leggings and blue combat boots that matched her jacket and a red scarf was wrapped securely around her neck.

Marlow sleepily came down from upstairs and rubbed at his eyes. "It's so early. Why are we leaving so early?"

Noelle picked Marlow up and held him against her. He was wearing a hoodie that matched her jacket and a red shirt underneath it.

"With the construction of the new guild going on everyone is going to be racing to get jobs. I want a chance at getting a decent paying one, so we can make rent."

"I hate our Landlady." Marlow hissed.

Noelle chucked and ruffled his fur. "Don't say things like that. Come now, let's get going before all the good jobs are gone."

"Well, walk faster then."

Noelle sighed and rolled her eyes.

* * *

"But why can't I go on a job?!"

Macao sighed for the hundredth time today.

"I already told you Romeo, you're too young to be going out on jobs by yourself. Now go on, if Erza see's me slacking she'll have my ass." Macao shuddered as he thought of the redheads rage.

Romeo frowned. It wasn't fair! He's a wizard of Fairy Tail too, which means he should be able to go out on a job when he wanted to. Romeo looked down at the job request crumpled in his hands and read it over once more. Apparently, there was a group of bandits hiding out in Mt. Hakobe - which wasn't too far away from Magnolia. He could be there and back and no one would ever know!

Romeo grinned to himself. All he needed to do was get past his dad and he'd be set to go!

"Hey Romeo. What's that you got?"

Romeo froze.

"Oh, hi Noelle," Romeo said. "It's nothing!"

"Oh yeah?" Noelle raised a brow. "It looks like a job request. You're not thinking of leaving, are you?" Noelle placed her hands on her hips and stared down at the boy. "You're too young to be running off on your own, Romeo. It's not safe out there for kids like you."

"You sound like my dad." Romeo scoffed.

"You'll understand when you're my age," Noelle smirked and ruffled his hair. "Let me see that - _hey!_ \- thank you very much," Noelle giggled and read over the job. "Bandits, huh? 20,000 jewel isn't a lot but it will definitely help towards Lucy and I's rent."

"What?! You can't just take my job!"

"What are you going to do?" Marlow said. "Cry?"

Marlow's eye twitched when he seen tears welling in Romeo's eyes.

"Hey, hey! Don't cry!" Noelle groaned as he turned up the water-works. "If you stop crying...you can come with me, okay? I don't think your dad will mind as long as you have someone with you, but you have to promise me that you'll behave and listen to me, okay?"

"Really?! Oh wow! Thanks so much Noelle!" Romeo grinned and hugged her leg. "I'll be good - I promise!"

Noelle sighed. She had a bad feeling about this.

"Let's go already! The faster we get there the faster we get to kick butt!"

"Slow down there, kid. If we're heading to Mt. Hakobe then than you're going to need more than a shirt and shorts. Go change into something warmer and meet me back here."

Romeo eagerly nodded his head and took off.

"He's going to be a pain. I can already feel it." Marlow frowned.

"Ease up. He's a kid," Noelle sighed. "Everything is going to be just _fine_."

* * *

"Romeo! Stop getting ahead."

"Sorry!"

Noelle was very much regretting her decision to let Romeo join them. So far, Romeo had taken off on her twice, and ran into a group of assholes that Noelle had quickly dealt with. She was contemplating making him hold her hand so that he couldn't leave her sight.

 _Actually._

"Rome! Come here," Noelle said. Romeo flinched as did as she told him to. "Take my hand," Noelle said holding her hand out. "This way, you won't be getting into any trouble."

Romeo pouted but did as he was told.

"This is so embarrassing." Rome grumbled. He would duck down whenever someone looked at him. Passing ladies giggled at the two of them and whispered how cute he was. Romeo blushed and moved closer to Noelle.

"You wouldn't have to hold my hand if you would listen."

"I don't know why you agreed to this," Marlow said. "He's only going to get hurt. Not that I mind."

Romeo stuck his tongue out at Marlow making the cat roll his eyes.

Noelle groaned and pulled Romeo towards a carriage that would take them to Mt. Hakobe. There was nothing more she hated in this world than vehicles...but it was the fastest way, and she wanted this job to be done and over with.

The carriage driver greeted them with a kind smile as Noelle hoisted Romeo in. Marlow was next to go and Noelle reluctantly followed after and squeezed in next to Romeo. She got comfortable in her seat and prepared herself for the hell she was about to be in.

"Hey Noelle! What kind of magic do you use?" Romeo asked excitedly.

The carriage began to roll and Noelle groaned. She could already feel her stomach turning.

"Dragon Slayer Magic...Ice..." Noelle groaned in answer.

"You use the same magic as Natsu?" Rome's eyes widened. "So does that mean you were raised by a dragon like Natsu?!"

Noelle nodded.

"That's so cool! What did she they look like?! How big were they?! What kind of magic did they use?!

"You ask too many questions," Marlow scowled. "She looked like a dragon ice sculpture. Really big. Didn't you hear her say ice? Wow, you're super annoying."

Romeo frowned and looked at the ground. "I'm sorry. I'll stop talking."

Noelle sighed and forced herself up. The world felt like it was spinning and she had to fight back the need to vomit her breakfast back up.

"It's ok Romeo. don't take what Marlow says personally...it's just the way he is," She sighed and slumped back against the seat. "Let's all just get some rest for now, okay? It won't be too long until we reach Mt. Hakobe."

And then she could finally get this job over with.

* * *

"This is more my style!" Noelle grinned.

Mt. Hakobe is a mountain with snow that last all year long no matter what season it is. It's frequent to blizzards and is home to mountain vulcan and blizzardvern. Noelle wasn't too worried about vulcan attacking seeing as they aren't the strongest of creatures, but a blizzardvern could cause them some trouble is one decided to appear.

"It's so cold," Romeo shivered and pulled his coat closer to him. "Aren't you cold?"

Noelle smiled and shook her head. "I've had a lot of practice dealing with the cold weather, and my magic make it where it doesn't affect me."

Noelle smiled and crouched down in front of Romeo.

"Here," She said taking her scarf off and wrapping it around his neck. "It's not much, but it should help a little. Try to stay close to me, okay? A storm could break out at any minute, and your dad wouldn't be too happy with me if I lost you."

Romeo's face was red. He nodded and stuffed his hands into his pockets.

"So where do you think these guys are?" Marlow asked as he perched himself on her shoulder.

"Most likely they're hiding out in a cave somewhere," Noelle said. "It was pretty smart of them to decide to hide out here - not many people will come up here because of the weather. We should be able to find their footprints somewhere around here, and then I can sniff them out."

Even in a snowstorm did break out it wouldn't hinder her senses. She was built for this kind of weather.

"Hey Noelle...where did the kid go?"

"What do you mean? He's right...Romeo?! ROMEO?!"

The boy who had just been at her side a moment ago was now missing. How was he able to do that?! Noelle ripped at her hair and resisted the urge to scream.

"This kid is such a pain!" Noelle screamed. "ROMEO! WHERE THE HELL ARE YOU?!"

"Is that him over there?"

Noelle blinked. Her face paled and a sweatdrop rolled down her neck. It was Romeo alright, and he was getting dangerously close to a blizzardvern...the one thing she hoped they didn't encounter.

"Romeo!" Noelle yelled/whispered. "Get away from that thing!"

Romeo's curiosity overshadowed his thinking process as he crept closer to the sleeping beast. He had never seen anything like it before! Was this what Natsu's and Noelle's dragons looked like? Romeo couldn't contain his excitement as he crept closer to the wyverns nest.

"Romeo!" Noelle yelled. "Don't go near that!"

Noelle ran after Romeo deciding to put and end to this once and for all. However she was a moment to late. Romeo had stepped on a loose branch from the nest and awakened the sleeping beast.

Everyone froze.

The blizzardvern raised its head into the air and looked around it's surroundings. When it spotted Romeo near its territory it let out a fearsome growl and rose to it's feet. It was easily the size of a building!

Romeo whimpered and backed away from the wyvern. The blizzardvern roared and lashed its claws out at him. Romeo cried and threw his arms of his face to provide some form of protection. He didn't want to die. Not like this!

"Ice Dragon: Crystal Lance!"

Romeo gasped as he felt himself being pulled away from the blizzardverns attack. He looked up to see that Marlow had grabbed him and that Noelle was fighting the wyvern down below. Her right arm has turned into ice and formed a crystal sword that she used to plunge through the blizzardverns chest.

"Ice Dragon: Spike Trap!"

Noelle flipped backwards as the blizzardvern swiped its claws at her and slammed her fist onto the snow covered ground. Hundreds of icicles shot up from the ground and pierced through the blizzardverns body. The blizzardvern cried out in agony as it fell to the blood stained snow.

Noelle panted and her arm returned to normal. Marlow dropped Romeo back on the ground and flew over to the blizzardvern with stars in his eyes.

Romeo froze as Noelle glared down at him.

"I-I'm-"

"What the _fuck_ where you thinking!? Are you _trying_ to get yourself killed?! What would posses you to do something so _dumb_?!"

"I didn't mean to!" Romeo yelled with tears filling his eyes.

"Don't you dare!" Noelle said. "Crying isn't going to save you this time. I'm taking you back home. I knew this was a bad idea! I should have never let you come, you're too young for this!"

"Maybe you'd be better of without me then!" Romeo screamed and shoved Noelle to the ground. "I HATE ALL OF YOU!"

"Romeo!" Noelle yelled.

It was too late. Romeo had already taken off to Isoldeth only knows where!

"Unbelievable!" Noelle screamed and pulled at her hair. "Marlow!" she snapped at the cat. "Why didn't you stop him?!"

The cat blinked as he looked up from the dead blizzardvern.

"What?"

"Forget it! Come on, we have to find Romeo before something happens to him."

"Would that be a bad thing?"

 _"Yes!"_

* * *

Romeo was trekking along the mountain, unaware of were he was going, or were he was. But he knew that he couldn't turn around as that would only prove Noelle and her stupid cat wrong. He was just as much of a wizard as everyone else! He was tired of being treated like a stupid little kid.

"I'll show her. I don't need her! I don't need anyone. I can do fine all by myself." He sniffled as he trekked up the mountain. Romeo shivered and hugged his arms around his tiny body. "S-so cold." he reached for the scarf around his neck, only to discover it was no longer there.

Romeo frowned.

"I didn't need it anyway. I'm fine." He tried to tell himself.

Romeo kept walking as he tried to ease his nerves. He hadn't even noticed that he had stumbled across a campsite...with people occupying it.

"Oh, what's this? It seems a barn(A/n: A barn is Norse slang for a young child/infant) has wondered into our territory. How interesting."

Romeo stiffened as he came face to face with a woman. She's a tall, slender woman, with dark skin, and long, dark curly brown hair and bright green eyes. She wears a fur vest over a dark brown dress with brown fur lining the bottom. She wears a large pair of fur boots and on her head sits a helmet similar to a viking.

Romeo whimpered and backed away from her.

"Stay back!" He yelled. "I-I'm warning you!"

"Oh? And what are you going to do?" Velencia smirked and she stepped forward.

"You don't want to mess with me!" Romeo said. "I'm a a member of the strongest guild in all of Fiore; Fairy Tail!"

The woman stopped mid-step. Romeo grinned thinking he had her, but then the woman started to laugh with glee.

"A Fairy Tail wizard, eh? Well, if you're _really_ are a part of that guild then I suppose they wouldn't want anything to happen to you, right?"

Romeo paled. He went to run away but ended up running into another person.

Romeo started shaking as a large man, packed with muscles glared down at him. The man has light skin and blond hair held back in a braid. His eyes were blue and cold as ice. He has on a brown tunic, red-brown pants, and one black boot, and one...steel boot? A wolfs pelt was tied around his neck.

"What a pathetic excuse of a wizard." The man said as he kicked Romeo.

Romeo cried out as he hit the ground.

"Now, now, Vidar, the less injured we leave the boy, the more money we can squeeze out of them," Valencia smirked and knelled down before Romeo. "Listen good boy," she snarled as she grabbed him by the hair. "Your going to lead my friend and I here to your guild, where we'll exchange your life for let's say...one-million jewel. If your guild fails to comply, well, it's bye-bye for you."

Romeo shivered. The guild couldn't afford one-million jewel! They didn't even have a guild at the moment! All the members were working really hard to try and help out the best they could. It's the whole reason Romeo wanted to take a job in the first place...he just wanted to help out his family.

"I'll take your silence as a yes," Valencia said. "Hagen!" Valencia called. "Get out here!"

It took a moment but eventually a giant, heavyset man with thick, long, dark brown hair, and dark brown eyes stumbled out of the cave. He had a thick, bushy beard, and was wearing a giant fur coat over a tan tunic and brown pants tucked into brown boots.

"Oi! What's the problem, lass? I was trying to have a nap," Hagen blinked when he seen Romeo. "Oi, who's the lad?"

"Our ticket to fortune." Valencia smirked.

They'd been hiding out in these damn mountains for over a month now and they were beginning to run low on food and supplies. It seems they didn't have to worry about that anymore - not with there little hostage here. If Fairy Tail valued the life of their _"family"_ like they said, then they should have no problem coughing up a few jewel.

"You think so, huh?"

"Noelle!" Romeo tearfully cried. "How did you find me?"

Noelle held the scarf up to him. "I was able to track your scent. Are you okay?"

"I-I'm fine."

"Good," Noelle turned her attention to Valencia. "I'm going to have to ask that you release my little friend there before things get ugly."

"Too late." Marlow snorted.

"You must be from Fairy Tail," Valencia said. "My friends and I were just on our way there to have a pleasant _chat_ with you all. We believe we deserve a reward for _rescuing_ your friend."

"We of Fairy Tail don't negotiate with people like you. You aren't worth our time. I'm only going to ask one more time. Release my friend, or else."

Valencia scowled and snapped her fingers. A set of magic circles appeared on both sides of her and glowed.

"If we have to dispose of you first, then so be it. Beast Summoning: Sabertooth!"

Two massive saberooth tigers appeared at her side and roared at Noelle.

The saberooth tigers launched at Noelle and the wizard quickly flipped to avoid being torn into. One of the sabertooth reared behind Noelle and sunk it's fangs into her arm. She howled and punched the overgrown cat in the face, but it didn't release it's hold.

"Aren't they just lovely?" Valencia purred. "Tear her to shred my pussycats!"

"Ice Dragon: Crystal Lance!"

As the other sabertooth was rearing to attack, Noelle thrust her lance into the sabertooths skull latched onto her arm and threw its dead body aside. The other was met with a lance through the chest as it jumped at her.

"My sabers!" Valencia cried. "You bitch! You'll pay for that! Beast Summoning: Mammoth!"

Noelle "tsked" as the massive elephant appeared. Valencia narrowed her eyes as Noelle plopped down on the ground with her palms pressed against each other.

"Praying won't save you now." Valencia smirked. "Get her!"

The mammoth charged at Noelle just as an explosion of snow and ice happened behind her. The mammoth halted and Valencia's eyes widened.

"You know summoning magic too?!" She screamed.

"Only one, but it's the only one I need," Noelle smirked. "How's it going, Bolthar?"

"Little one! It's always pleasant to see you. Why have you summoned me today?" Bolthar then noticed the blood staining Noelle's jacket and glared. "Snowdrop, who is responsible for your injuries?"

Noelle glared at Valencia.

"I see," Bolthar said and withdrew his hammer. "I will not show mercy to those who hurt my friend. Prepare to die!"

While Bolthar was dealing with Valencia, Noelle started to search for Romeo.

"Noelle!" Marlow yelled. "Over there!"

Noelle glared as she seen Romeo knocked unconscious and tossed over the shoulder of a blond haired man.

"Where do you think you're going?" She asked with a murderous glare.

"You dare challenge The Mighty Vidar? Is death what you wish?"

"Funny," Noelle said. "I was thinking the same thing."

Vidar chuckled and tossed Romeo aside. He took a step backward, then suddenly lunged an Noelle with impressive speed. Noelle scowled as she was barely able to dodge his attack. Vidar smirked and spun around and slammed his steel boot into Noelle's gut. The Ice Slayer was sent flying into the side of the mountain.

"What...the hell was that?..." she grunted as she struggled to stand.

"The only weapon I need is my Magical Boot."

Noelle paused briefly before breaking out into a fit of laughter.

" _Magical boot?!_ That's the lamest thing I've ever heard!"

"You laugh, and yet you can barely stand." Vidar said.

"It's going to a lot more than that to keep me down," Noelle said. "I don't think you've realize the gravity of the situation here, pal. You hurt my friend and in doing so, you've awakened the dragon. You see, we dragons are protective of our family - and we don't take kindly to those who hurt them."

"What is this dragon nonsense?" Vidar scoffed. "You're but a pathetic whelp. As if someone like you could match the strength of a dragon."

Noelle only smirked as Vidar charged her.

"Ice Dragon: Roar!"

* * *

"There he goes!" Marlow whistled as he watched Vidar fly through the air. "You're up next and by the looks of you - you bleed a lot." Marlow grinned cruelly at Hagen.

Hagen's eyes widened. He glanced from Valencia who was buried under a pile of snow, and then to Vidar who was limp on the ground, and then his eyes landed on Noelle who was glaring murderously at him with red eyes. He then looked down at Romeo was who unconscious in the snow.

He made to move towards him.

"If you even think about it I'll kill you!"

Hagen gasped when the Ice Slayer appeared in front of him. Noelle hit him with her Ice Dragon: Diamond Fist attack and sent the large man flying.

He landed in a heap unconscious.

Noelle huffed and hissed and she clutched her arm. She looked down at her bloodstained jacket and frowned. There was no way she was going to get the stains out of it. What a shame, she had just bought it too.

* * *

"Romeo, wake up, come on Romeo, get up." Noelle said as she shook the child.

"Noelle?..." Romeo mumbled as he cracked his eyes open. "What happened?"

"Everything's been taken care of. Come on," She said, helping him onto her back. "Let's go back home, okay?"

Romeo wrapped his arms around Noelle's shoulders and pressed his face into her back.

"I'm sorry...I didn't mean to cause so much trouble."

"Why'd you want to go on a job anyway?"

"To help the guild," Romeo said. "Everyone is pitching in to pay for the repairs...and I wanted to help."

"I can understand that, but taking off and getting yourself into trouble isn't helping, Romeo. If something would have happened to you then Macao would have been devastated, and I would have never forgiven myself."

"I'm sorry." Romeo cried into her shoulder.

"I'm not mad anymore. So stop crying." Noelle patted his head.

"I didn't mean what I said...I don't hate you."

Noelle chuckled and adjusted him on her back a bit.

"I know you don't. Get some rest, Romeo."

Marlow rolled his eyes at the two of them.

* * *

"Romeo! Where the hell have you been?!"

Romeo winced as Macao's voice echoed across the yard.

"Do you know how worried you've had everyone?!" Macao yelled.

"Your dad was about to put together a man-hunt." Wakabba said.

Romeo shrunk under his fathers glare. He didn't know what to say.

"Sorry about that Macao," Noelle said. "I let Romeo tag along on a job with me. I probably should have let you now first," Noelle laughed and scratched the back of her head. "Everything was okay in the end though, right Romeo?" Noelle nudged him in the side.

"O-Oh yeah. Everything was fine." Romeo smiled.

"Are we talking about the same job?" Marlow deadpanned.

"Alright. I'll let it go this time, but next time give a warning, will ya? I almost had a heart-attack."

"Right, right. Sure thing." Noelle smiled and was thankful that he hadn't noticed her arm. She had wrapped her scarf around it to hide the blood, but if you looked closely you could see it.

"Your kid is a menace," Marlow glared at Macao. "Next time use a condo-"

"Ok then! I think it's time Marlow and I get going!"

"Thanks again Noelle!" Romeo smiled. "Maybe you and I could go on a mission again some other time."

Noelle sweatdropped.

"Yeah...when you're older."

Noelle sighed to herself. After this experience...she wasn't sure if she wanted kids anymore.

* * *

 **End Note: In Norse Mythe, Vidar is the son of Odin who was killed by the wolf Fenrir, and because of his fathers death, Vidar took his revenge by killing the wolf with a boot that had been crafted for that situation and had been infused with magical properties. In case you were wondering why Vidar has a Magical Boot lol.**


	20. Pingu and The Tower of Heaven

**A/n:** In this chapter I re-introduce you to the worlds cutest penguin - Pingu!

* * *

 **Chapter Twenty:** Pingu and The Tower of Heaven

Noelle laughed as she ran along the beach with her friends. After a long week of being apart from everyone, they were finally together again, and enjoying a relaxing vacation at the Akane Resort, compliments of Loke.

Apparently Lucy had saved Loke and it turned out he was actually a Celestial Spirit! Everyone was shocked at first, but the more she thought about it, the more sense it made to Noelle. Loke always had a funny scent to him - one that wasn't human, and now it all made sense. Personally Noelle didn't care if Loke was a Celestial Spirit or a human. She was just glad he was okay.

"I haven't had this much fun in forever!" Noelle laughed and collapsed into the sand.

"I'm with you there," Lucy said collapsing next to her. "It feels like all we ever do is go on jobs anymore, so it's nice to kick back and relax." Lucy sighed and folded her arms behind her head as the sun bathed her skin.

They had spent the majority of the day playing volleyball, building sandcastles, rafting in the ocean, and Noelle's favorite moment so far was burying Gray in the sand and turning him into a sexy mermaid. He didn't find it as funny as they did...

"Even Erza looks like she's having a good time. I don't think I've ever seen her smile so much."

Noelle admired Erza from afar. She was splashing around in the ocean with Natsu and Gray and for once, the two weren't fighting and were instead enjoying themselves. Noelle smiled as Natsu and Gray started splashing Erza. Instead of snapping, she laughed and laughed. It was almost a completely different Erza.

"Quack." "Quack." "Quack."

"Hm?"

Noelle looked across the beach and spotted a group of light-blue penguins who were playing together in the sand. Her eyes widened and her heart started to thump wildly. The penguins were light-blue with white bellies, orange feet, and had a blue gem in the middle of their foreheads, and had a antennae that had a white ball at the end.

"Oh my gosh..." Noelle whispered.

"What's up Noelle?"

Lucy pushed herself to her elbows and stared at Noelle. Her face was red and her eyes were big and had hearts in them.

"Uhh..."

 _"THEY'RE SO CUTE!"_ Noelle yelled and clapped her hands over her heart. "So chubby and round!" Noelle gushed.

"The penguins?" Lucy blinked.

Noelle excitedly nodded her head.

"I've never seen penguins like them before! They're much cuter! Lucy look! Look at their little wobbly legs!"

Noelle was giggling like a little girl and making wild gestures. Lucy laughed behind her hand as Noelle went on and on about the chubby penguins.

"Wow. I don't think I've ever seen this side of you," Lucy teased. "It's actually pretty...cute."

Lucy blinked when she noticed Noelle was no longer there. Where had she gone? _Oh._ A bead of sweat rolled down Lucy's head as she spotted Noelle in the center of the group of penguins, happily chatting to them and passing out hugs.

"Whatever makes her happy." Lucy shrugged and fell back into the sand.

* * *

Marlow was glaring at Noelle with the intensity of a thousands suns. There she was, sat in the middle of a group of penguins with a stupid smile on her face. The stupid birds kept going up to her and giving her seashells from the beach or other things they had stolen from people nearby. One even had the nerve to sit in her lap!

"There's only room for one adorable fuzzy animal in this group and that's me!... And Happy, I guess."

Marlow growled and crushed the seashell he was carrying.

* * *

"Quack! Quack!"

"You're right! It is a very beautiful seashell."

Noelle giggled as one of the penguins handed her a star shaped seashell.

"Quack! Quack! Quack!"

"You want me to wear it?" She asked another. "Alright then."

Noelle smiled as the penguin walked up to her and clipped the seashell in her hair. How, she didn't know, but she wasn't about to question it either.

"Quack!"

Noelle smiled down at a penguin who was a bit smaller than the others. Unlike the rest, his gem was a pretty shade of purple that sparkled in the sunlight.

"You think it looks pretty on me?" Noelle smiled.

"Quack!"

"Oh you're so sweet!" Noelle giggled and pulled him against her chest. "This must be what heaven is like! I don't ever want to leave you guys!"

* * *

 _"NOOO! PRECIOUS PENGUIN BABIES! THEY NEED ME!"_

"Come on Noelle. We need to get back to the hotel." Gray rolled his eyes.

"Yeah, you're acting so out of character Noelle." Happy mumbled.

"Go on without me! My children need their mama!" Noelle cried dramatically.

"That is enough Noelle!" Erza snapped. "You know very well we can't bring them with us."

Noelle's lips quivered and streams of tears ran down her face. How could her friends be so cruel?!

"Guess you'll never see them again, huh Noelle?" Marlow snickered.

"Um guys..." Happy flew over to them. "I think we're being followed." Happy pointed behind them.

Everyone stopped and turned to where Happy was pointing. Standing there was the little blue penguin with the purple gem.

"What the heck is that?" Natsu said.

"It looks like one of the penguin followed us." Lucy sighed.

Noelle squealed and tackled the penguin in a hug. It quacked happily and nuzzled her cheek.

"What's wrong little guy? Are you lost? Do you need me to take you back to you friends?" Noelle's eyes sparkled as she thought of the penguins.

"NO WAY!" Everyone yelled.

Noelle pouted. What did they have against penguins?!

"Quack." He shook his head.

"No?" Noelle blinked and crouched in front of him.

"Quack, quack, quack. Quack, quack." The penguin said.

"You really want to come with me?!" Noelle gasped with tears in her eyes. "Of course you can!"

"Seriously?" Gray sweatdropped. "Are we really going to let her keep it?"

"I'm more shocked she can understand it." Lucy said.

"Obviously she and it have some kind of bond." Erza smiled. "Who are we to break it up?"

"Your new name is...Pingu!" Noelle declared.

"Quack!" Pingu started to dance a little.

Lucy sweatdropped. She wasn't really going to keep it...was she?

Noelle pulled her backpack off and started to dig around it. Lucy's eyes widened when Noelle pulled out a red bow-tie and a miniature monocle.

"You're looking quite dapper, Sir Pingu!"

Pingu looked down at himself and excitedly clapped his hands.

"Quack!"

Lucy couldn't believe what she was seeing! Did she really just go and befriend a penguin?!

"Why is it wearing my clothes?!" Marlow demanded. He glared at Pingu who was dancing around Noelle.

"He's not an _it_ Marlow," Noelle frowned. "His name is Pingu, and he's our newest friend!"

"WHAT?!"

Noelle zipped her backpack up and pulled Pingu against her chest. Pingu played with the strap of her blue bikini top that was decorated with white flowers.

Noelle giggled and ruffled his head.

"Looks like you've got some competition~" Lucy smirked poking Marlow in the cheek.

A black aura surrounded Marlow and flames danced within his eyes. He would not be bested by a penguin!

"He'll be fish sticks before the days is over! Mark my words!" Marlow hissed and stomped away.

Lucy shivered. What was wrong with that cat?!

* * *

"Tacky. Too short. Bleck."

Noelle sighed as she dug around her suitcase for a dress to wear down to the casino. So far she hadn't found anything decent to wear and she was starting to get annoyed.

"The casino will be closed by the time you're finished." Marlow frowned. Why did she have to take so long?

Pingu hopped off the bed and wobbled over to Noelle's suitcase. He gently swatted her aside and started to dig around. He excitedly clapped as he found the perfect dress.

"What did you find Pingu?" Noelle asked.

"Quack! Quack!"

Pingu excitedly held up a dark-blue dress that pooled to the floor. The dress was sleeveless and had a heart-shaped bust. The right side of the dress had a high slit and the back of the dress had a low-dip in it.

"This one?" Noelle frowned. She had brought the dress ages ago but never bothered to put it on. "I don't know Pingu.."

Pingu quacked and pulled out a pair of black heels, and a small silver necklace that was shaped like a heart, as well as matching earrings.

"Quack!" Pingu smiled.

"You want me to try it on?" Noelle sighed as Pingu nodded. "Okay."

Noelle had slipped the dress and shoes on, as well as the accessories. She stared at herself in the full length mirror with a frown on her face. The dress was very revealing and left little to the imagination. It wasn't that dress was bad, Noelle was genuinely surprised by how well of an outfit Pingu put together. It was more so the fact that Noelle wasn't confident when it came to things like this.

"Quack. Quack." Pingu tugged on Noelle's dress.

"I look pretty, huh? I don't feel like it."

Marlow rolled his eyes and flew over to Noelle.

"Grow some confidence, will ya?" He rolled his eyes and started messing with her hair. "Fish sticks is right," Marlow grumbled, not happy to be agreeing with the penguin. "You look good."

Marlow pulled Noelle's hair up into a ponytail, and left a piece hanging down by her face.

"Quack!"

Marlow scowled and snatched the star-shaped seashell from Pingu and clipped it into Noelle's hair. Marlow flew back and took a look at his handy work with a smirk.

"Well?" He asked, believing he deserved some kind of praise.

Noelle was shocked as she stared into the mirror. Since when did Marlow know how to do this?! What other talents was the furball hiding?

"Holy hell! It's amazing." Noelle said.

Marlow shot a smirk at Pingu who only blinked.

Noelle sighed and faced her companions. Pingu was clapping excitedly as Marlow was genuinely smiling, and it filled her with so much warmth to see that, as it was rare.

"You're right. I should be more confident. Thank-you, both of you."

Noelle bent down and ruffled Pingu's head causing Marlow to frown. He was about to object when Noelle suddenly scooped him up in her arms and planted a soft kiss on his furry head.

"Especially you, Marlow."

Marlow scowled and tried to hide the blush on his face.

"Yeah, yeah! Let me go already. Your titties are crushing me!"

Noelle laughed as the door to her room opened.

"Hey Noelle are you ready - whoa! You look amazing!" Lucy gasped.

"You think so? Pingu and Marlow did all the work." Noelle blushed.

"Seriously?!"

"Surprised? I'd offer my help to you but it would be wasted." Marlow scoffed.

Lucy glared at him while Noelle laughed.

* * *

"Erza! Get out of the room and come have some fun!" Lucy said as she and Noelle stepped into Erza's room.

"Natsu and Gray are downstairs," Noelle smiled. "Let's go find them and play some games."

"That's right," Erza said. "There's a casino here, isn't there? In that case."

Noelle's watched as Erza was warped in a golden light. Erza requipped from her armor into a long, dark purple dress that had a high slit and red roses on it. The dress has a triangular shape that showed off Erza's chest. She was also wearing long, white gloves, and her hair had been pinned up into a bun.

"So, how do I look?" She posed.

"Wow..." Noelle's mouth dropped. "You look insanely beautiful!"

"A little on the glitzy side..." Lucy mumbled. "But, whatever."

Noelle laughed at Lucy's jealousy. It was clear that Erza had out-done them both.

"Come on, come on, let's go!" Lucy laughed and dragged Noelle from the room.

Erza watched the two of them go with a smile. She looked at herself in the mirror and posed a bit.

"I guess it's okay to relax and enjoy myself once in a while, isn't it?"

* * *

Noelle, Erza, and Lucy, had all separated from each other once they got tot he casino. Noelle, along with Pingu, headed to the bar where she had picked up Gray's scent(Marlow had chose to find Natsu and Happy). She didn't feel comfortable being around so many people by herself, and would prefer to be in the company of someone she knew.

"Well don't you look handsome." Noelle smirked.

Gray was wearing a fitted burgundy shirt, black tie, black pants, and matching shoes. Noelle blushed finding him rather attractive in his current wear...not that she'd tell him that.

"Oh yeah?" Gray smirked and turned in his stool.

His jaw dropped when he seen Noelle in her dress. It was so tight and really showed off her figure! Not that he was staring or anything!

"W-Whoa! You look great."

"Thank-you," Noelle blushed. "Honestly, I think it's a little much, but Pingu and Marlow put a lot of effort into it."

Gray seemed surprised to hear this. He looked at her once more and shook his head.

"No, you look amazing. Really, you do." He smiled.

Noelle smiled shyly and ignored the beating of her heart.

"Mind if I join you?"

"Not at all." Gray said and patted the stool next to him.

* * *

"He really said that to Erza?"

"Yeah, I don't think I've ever seen Erza as mad as she was back then."

Noelle clutched her sides as she listened to the story. For the last hour she and Gray had been chatting aimlessly and trading stories back and forth. He was surprisingly good company! And even better, he hadn't lost his clothes once. Maybe the trick was to keep him talking?

"Noelle-Chan."

Noelle's ears twitched at the familiar, yet unfamiliar voice. She turned around and was surprised to see Juvia standing there in a blue dress that had a low-cut, but what caught her eye was the giant golden Fairy Tail pendant she was wearing."

"Juvia is here." She smiled.

"You're the chick from Phantom!" Gray yelled.

* * *

Juvia was sat on the other side of Noelle with her hands in her lap. Her pale cheeks had a faint blush on them and she was smiling softly.

"I heard that Phantom was disbanded," Noelle frowned. "That had to be tough on you."

"Yes, Juvia is a free mage now and can join any guild she wants!"

Noelle glanced at the Fairy Tail pendant and chuckled.

"I'm guessing the guild you want to join is Fairy Tail?" Noelle smiled. "This wouldn't have anything to do with a certain knight, would it?" Noelle teased, knowing that Juvia had a thing for Barnet, shockingly enough.

"Oh yes, very much so!" Juvia answered.

"I don't know. Noelle and I may not mind, but after everything that went down who knows what the Master will say." Gray said.

"Juvia will do whatever it takes!" She happily clapped her hands together.

Noelle giggled. After hearing Roxie speak of Juvia she didn't see her as a threat anymore, in fact, she thought she kinda adorable.

"I'd be careful about making promises like that." Gray smirked.

"Quack! Quack! Quack!" Pingu frantically shouted.

"What's wrong Pingu?" Noelle frowned.

"Gray Fullbuster. Noelle Yuletide."

Noelle's eyes narrowed as she picked up the scent. She and Gray both turned around to see a tall man with a metal piece attached to his mouth. Before either of them could speak a magic circle appeared before his visible eye and the area they were in was consumed in an explosion.

"Gray! Juvia!" Noelle called as the smoke cleared. She held Pingu in her arms who was shaking like a leaf.

"What do you think you're doing, buddy?" Gray glared.

"Juvia! Are you okay?" Noelle asked as she checked on her.

"I'm fine. Is Noelle-Chan alright?"

"I'm alright." Noelle smiled.

"Where is Erza?" The man demanded.

Noelle snapped her head at him. What the hell did he want with Erza?

"Where is she?" The man asked again.

Gray stood protectively in front of Noelle and Juvia, ready to fight.

"You think we'd tell you, huh?" He said.

Water started to form before Noelle and Gray and soon took the shape of Juvia. She held her arms out protectively in front of them and glared at the man.

"Juvia won't allow you to harm Noelle-Chan or Gray-San!" Juvia said. "Juvia will be your opponent."

"Juvia..." Noelle whispered.

"Erza-San is in trouble. I fear she is in grave danger."

"You're right." Gray frowned.

Noelle was worried, but she knew Erza was strong and could protect herself from whatever these creeps threw at her. She wasn't worried about Natsu either, because, well he's Natsu, and he always finds a way out and Lucy was strong as well, even if she didn't know it. She had confidence that her friends were alright.

The man suddenly placed two fingers to his temples that had Noelle's eyes narrowing.

"Ah, you've located her."

Their eyes widened.

"Yes I see. So I should clean things up here? Understood."

The lights in the casino suddenly shut off and Noelle found herself reaching out for Gray. She clung to his arm as Pingu latched onto her leg, shaking like a leaf.

"It's magic of the dark lineage," The mans voice said within the shadows. "Dark Moment."

A light appeared behind them and Noelle found herself being pulled against Gray's chest as an explosion rang within her ears.

* * *

Lucy screamed as Juvia appeared before her.

"There's no need to panic." Juvia said.

"I remember you," Lucy said as she reached for her keys. "You're one of the Element 4!"

Lucy prepared to attack Juvia when Gray and Noelle's voice suddenly called out to her.

"Lucy wait!" Gray yelled.

"Don't attack her!" Noelle said. "She's not out enemy anymore."

Juvia stood from her crouch over Noelle and Gray which had them coming out from her water body. Noelle shivered at the odd feeling and tried to stand, only to find Gray hovering over her.

"Gray." Noelle blushed.

"Huh? Oh! Sorry!"

Gray quickly scrambled off of Noelle and helped her to her feet.

Lucy paled at the scene.

"Yes, that's right. Juvia pulled Noelle-Chan and Gray-San inside of her to ensure their safety."

"Is it just me, or does that seem a little weird?" Lucy sweatdropped.

Noelle didn't think it was weird at all. In fact, she was grateful for Juvia being there - she didn't know if her or Gray's ice could have protected them from the explosion.

"Quack! Quack?!"

"I'm fine Pingu," Noelle patted his head. "All thanks to Juvia."

Noelle sent a smile at Juvia that had her blushing.

"This dude cast a darkness spell, so I created an ice decoy of Noelle and I so I could figure out a plan of attack." Gray said as he tossed his tie to the side and unbuttoned his shirt.

Noelle sweat-dropped as he began to strip.

"In order for them to remain hidden from the enemy, Juvia used her Water Lock to protect Noelle-Chan and Gray-San."

"Yeah I couldn't do anything from within there," Gray scoffed. "Thanks to you the creep got away."

Juvia gasped in shock and hung her head. Noelle frowned, feeling Gray was being a bit harsh.

"That was uncalled for Gray," Noelle frowned. "Juvia was only trying to protect us. You owe her an apology."

Gray seemed surprised when Noelle wrapped her arms around Juvia in a comforting manner. He sighed and apologized which Juvia accepted with a smile.

"Do you know where everyone else is?" Noelle asked Lucy.

"No. I don't," She said. "It's bad. They took Erza, Happy, and Marlow!"

"They did what?"

Noelle's eyes narrowed dangerously and her fists curled at her side. Taking Erza was one thing...but no one -no one who valued their life -put their hands on Marlow. He was everything she had left and she'd be _damned_ if she let anything happen to him.

"Hang on Marlow. I'm coming for you."

Pingu sniffled quietly. He missed Marlow already.

Fire suddenly blasted into the air as Natsu roared loudly.

"Is that?!" Lucy and Gray said.

"Natsu!"

Noelle and the others went running towards Natsu. Smoke was pouring out of his mouth.

"What happened to you?" Gray asked.

"What kind of jerk shoots people in the mouth, huh?!" Natsu yelled. "I mean, someone could get really hurt.

Noelle and the others sweatdropped knowing a bullet wouldn't be enough to stop Natsu.

"Uh, I think that would kill anyone who wasn't a weirdo like you." Lucy said.

"Juvia has to agree." Said Juvia.

"I'll show that blockhead!" Natsu screamed. "He won't get away with this!"

Noelle sighed as Natsu ran away with a trail of dust following behind. She then remembered that those people had taken Marlow and rushed after him as a surge of anger coursed through her blood.

"Keep up Pingu! We gotta save Marlow!"

"Quack!" Pingu agreed.

Natsu burst through the doors of the resort all the while screaming that he was coming for the blockhead who shot him in the mouth. Noelle followed close behind him with Pingu in her arms - the poor little guy couldn't keep up with his little legs.

"Don't worry Marlow. I swear I won't let anything happen to you!" Noelle yelled as the image of Marlow appeared in her head.

"I won't lose you too."

* * *

Noelle groaned loudly and hung limply off the side of the boat. Why did this have to happen to her? She knew very well that her friends knew how much she hated boats - and yet, here she was, on a boat! Noelle wanted to cry and to throw up at the same time.

Pingu rubbed her back soothingly.

"I'm worried about all those people trapped in the cards," Lucy said. "You think there okay?"

"We let the Military know about them before we left, so I'm sure they'll be fine." Gray answered.

"I hope so." Lucy whispered.

Gray looked around the endless ocean and sighed.

"Where the heck are we?"

"I don't know. We've been following Salamander and Noelle-Chan's lead." Juvia said.

"Are you guys sure we're going the right direction?" Lucy asked Natsu and Noelle.

The two gagged in response.

"Man! We're relying on your sense of smell. Pull it together!" Gray snapped at Natsu.

Noelle pouted. They didn't understand how hard this was on them.

"Jeez," Gray sighed. "I can't believe how easily they were able to knock us out, and kidnap Erza, Happy, and Marlow."

Noelle dug her nails into the side of the boat.

 _'Marlow. I'm coming for you...so you better be okay.'_

"We're pathetic." Gray said.

"In our defense, they must have been powerful wizards to beat one as strong as Erza-San." Juvia answered.

"What?!" Gray glared at Juvia. "They didn't beat her. Quit talking like you know her because you don't!"

"I-I'm sorry!" Juvia whimpered.

Noelle frowned as the bluenette hung her head in shame. She was getting sick and tired of Gray jumping on Juvia's case when she was trying her best to help them.

"Gray! you need cool it. Juvia is only trying to help us!" Noelle snapped at him. "I get it. You're upset. In case you haven't noticed, we all are! But that does _not_ give you the right to take it out on Juvia when she done nothing but try to help us!"

Lucy was shocked by Noelle's words. Gray huffed and glared down at the boat.

Juvia smiled at Noelle and whispered a thank-you as the wizard went back to being sick.

Noelle sighed. She knew that Gray was only worried about their friends, but taking it out on Juvia wasn't going to bring Erza, Happy, or Marlow back. They all had to work together if they wanted to bring their friends back safely and in one piece.

What the hell did these people want with Erza anyway? As far as Noelle knew, Erza had never done anything wrong to anyone who didn't deserve it - she's Titania! She would never do anything to jeopardize her title.

"Those goons who attacked us said they were old friends of Erza's," Lucy said somberly. "Which makes me wonder if we know her any better than Juvia does."

Noelle frowned. It was true, they didn't know much about Erza. Wait, those people were Erza's friends? Then why would they attack her? Noelle felt her stomach jump as she thought about it. Were they the same people that Nicholai had been enslaved with? If that was the case, then could it be...that her brother would be there? Was she finally going to find her brother again after so many years apart? Would he even rememeber her anymore? The thought made her chest ache.

Noelle shook her head and focused on the task at hand; finding their friends.

The doubt on her friends faces made her frown. The Erza she knew was kind, loyal, and a proud member of Fairy Tail. She would never betray any of them. She proved that against their battle with Phantom. She fought so hard to keep Lucy safe, and now it was their turn to do the same.

"I don't care about Erza's past." Noelle said.

They all looked at her.

"I only care about the Erza I know now. Her past isn't going to change how I feel about her, and it should be the same for you."

Noelle glared at them all.

"The only thing I care about right now is kicking some serious ass! No matter what anyone says, Erza is a part of Fairy Tail and Fairy Tail is a family, and we don't let anyone mess with our family, right? Lucy, don't you remember how hard Erza fought for you? She didn't care about your past. She risked her life to save you! Don't you ever question her again."

Noelle's word stabbed at Lucy's heart. That's right...Erza had fought so hard to protect her from Phantom Lord.

"Erza is family, and Fairy Tail doesn't give up on their family." Noelle said.

Pingu snuggled against Noelle's side.

Everyone was silent as the boat drifted over the waves. They knew that Noelle was right and that they had to save Erza. Her past didn't matter. All that mattered was bringing her home.

"What the hell?" Natsu suddenly stood up. "I just got a weird feeling."

"Same here." Noelle nodded.

Everyone looked up at the sky as the birds, who were once soaring peacefully, began to fall limply into the ocean water.

"The birds." Lucy whispered with a hand over her mouth.

"What's happening to them?" Gray asked.

"Juvia has never seen anything like it." Said Juvia.

The boat had bumped into something that had Noelle peaking over the side of the boat. Dead fish floated above the water along with pieces of wooden debris.

"This looks like wreckage from one of the Fiore naval ships." Noelle said.

Things were becoming more eerie as the smell of danger loomed in the air.

"Okay, I'm freaked out." Lucy said.

Pingu patted his flipper against Lucy's leg in an attempt to comfort her. Lucy picked the penguin up and crushed him against her chest.

"Hey, what's that?" Natsu asked.

In the distance was an ominous looking tower that was surrounded by a dreary fog. Noelle got a bad feeling just looking at it.

"It must be...The Tower of Heaven." Lucy said shaking.

Noelle glared coldly at the tower. Then that's where they've taken Erza, Happy, and Marlow. Hang on everyone, we're coming to rescue you.

 _'Nicholai, if you're really here...wait for me. Your little sister is coming for you.'_

Juvia suddenly raised her hand in the air and summoned a magic circle.

"Water Dome," She called. "Juvia will protect us."

Water began to rise around them and form a protective dome around their boat.

"My Water Dome will keep us from being seen."

"Nice work, Juvia." Lucy smiled.

"Yeah good thinking Juvia." Noelle praised her.

Juvia smiled as they began to sink underwater. It meant the world to her that Noelle was putting so much trust into her. Roxie spoke fondly of Noelle, so Juvia knew she could trust Noelle.

* * *

"I can't take it!"

Noelle and Natsu groaned as they leaned against each other for support. When would this hellish ride be over with?

"Quack, Quack." Pingu frowned.

"Noelle-Chan will be alright, if that's what you're asking." Juvia said, petting his head.

"Chill out," Lucy said. "We're almost there you two."

"That's it," Gray said. "Next time we go somewhere, we're knocking him out first."

"What about Noelle?!" Natsu groaned.

Gray didn't say anything.

* * *

"We're totally surrounded by kitty-cats!"

"You don't say!" Marlow hissed. "I can't believe Noelle let me get captured - and by some guy with a busted face! I've never been more insulted in my life!"

Marlow scowled and continued clawing at the cat shaped pillow. Everything around them was cat themed. Cat pillows, cat dolls, cat furniture, a freaky cat lady who didn't know personal space!

 _"Meow!~"_

"Creepy cat girl!" Happy yelled.

Marlow hissed at her and slashed his claws against her face.

She didn't flinch.

"So, how are you two doing?" She asked.

"Well I've been better." Happy answered.

"Come here and let me show you!" Marlow hissed.

The girl squealed and crushed Marlow and Happy against her chest. The cats whined in protest and Marlow tried to claw her eyes out - but Millianna didn't seem bothered by his attacks - much to his annoyance.

"Let me go you crazy bitch!" Marlow yelled and scratched her face.

The cat-woman frowned, and then suddenly smiled as an idea came to her mind. She dropped Marlow and Happy onto the couch and ran over to a dresser full of costumes for cats. She grabbed a penguin shaped suit and held it up to Marlow.

Marlow's eye twitched. If she even came near him with that thing, he would slit her throat with his claws.

"Millanna, you better watch that one. He's crazy!" The "Blockhead" said.

His blocky face was covered in scratches from Marlow.

Millianna ignored him and instead fought with Marlow to put on the penguin suit. Once it was on she stepped back and squealed.

"Oh you're such a cute itty-bitty-wittle-kitty!~"

"LET ME AT HER!"

"Marlow calm down!"

Happy struggled to hold Marlow back as he tried to lunge at Millianna.

"Let me at her! I'll rip that bell off her neck and force it down her throat!"

Happy sweatdropped.

"A talking cat is dandy, but y'know what's dandier? A cat that can talk." Blockhead said.

"Oh yeah!" Millianna laughed.

"That's the same thing!" Happy yelled. "How'd we end up in this place? And where's Natsu?!"

Marlow thought about how Noelle was doing...and how close she and Pingu were getting. Marlow's blood boiled at the thought of the stupid puffball cuddling up to Noelle.

"Don't get mouthy," Blockhead pointed at Happy. "Or you'll end up six feet under just like your little pink friend."

Happy gasped. There was no way that this guy could have taken down Natsu!

Men suddenly burst into the room.

"We've got bad news. Erza Scarlet has broken out of her cell!"

"She did?" Millianna smiled. "That's Erzy for ya!"

"Well, ain't no way the broads busting out of this tower again." Blockhead said.

Blockhead and Millianna followed the men out of the room, leaving Happy and Marlow to themselves.

"Erza's here," Happy frowned. "They got her too," Happy turned to Marlow. "Hey Marlow, they got Erza too!"

Happy sweatdropped. Marlow was rolling around on the ground trying to desperately free himself from the dreaded penguin suit.

"It won't come off! I think the zipper is stuck or something!" He yelled. "Gaaaah! When I see her again I'm going to rip her face apart!"

"You got issues." Happy sighed.

* * *

Soon enough they had reached the shore of The Tower of Heaven. Guards were positioned all over the island making it difficult for them to find a way inside.

"Man this is going to be tricky." Gray said.

Noelle agreed. With so many guards, it was nearly impossible for them to not get caught.

Juvia suddenly poked her head out of the water. Pingu was clinging to the top of head head.

"Quack, Quack!"

"I found an entrance underwater." She said.

"Seriously? Way to go!" Gray praised her.

"Saved by Juvia once again!" Noelle smiled. "I think Barnet would be impressed." She winked.

Juvia's face turned pink and her heart thumped wildly.

"You hear that Lucy?! Juvia was praised by Noelle-Chan and Gray-San!" Juvia mocked the blonde. "Even Noelle-Chan agrees that Juvia is meant to be with Barnet-Sama!"

"Yeah, yeah." Lucy sighed.

Noelle found it funny that Juvia thought Lucy liked Barnet. Noelle also found it funny that anyone was interested in Barnet at all! Sure, he was good looking, but he was also a super pervert, and a weirdo. Then again, Juvia wasn't exactly normal, was she?

"We can swim there in ten minutes." Juvia said.

"We can hold our breath that long, right?" Natsu asked.

"Probably." Gray said with a shrug.

Noelle sighed. They would never last that long.

"That is not humanely possible, ya dopes!" Lucy yelled at Gray and Natsu.

"Please, put this on," Juvia said holding up a ball of water. "Oxygen is trapped is this water shell, so that you can breathe underwater."

"Wow! You're awesome," Natsu grinned. "Who are you again?"

Juvia face-planted. How could he forget who she was?!

Noelle smiled and wrapped an arm around Juvia's waist.

"This is Juvia, Natsu," She said. "She used to be one of the Element 4, remember? But now she's on our side, and we're lucky to have her."

Juvia looked up at Noelle with wide eyes.

"Noelle..." she whispered.

"Quack, Quack!" Pingu snuggled against Juvia's legs.

Juvia smiled and picked him up. She held him against her chest with a smile on her face.

"It's a good thing I wore my swimsuit underneath my clothes," Lucy said and started to strip. "I don't want to get my clothes all wet."

"Good idea."

Noelle shed the dress off her body and stood in nothing more than the thin, blue bikini with little white flowers. Gray's eyes widened and the blood instantly rushed to his head. The bikini was so tiny...it barely contained her volumtuous breast.

And he thought she looked good in a dress!

Noelle blushed as she felt herself being watched. She looked up to see that Gray was staring at her - more specifically he was staring at her chest. Hard. Noelle wrapped her arms around herself and turned her head to the side.

"You guys should change into your swim trunks too." Noelle mumbled.

"O-Oh, right." Gray blushed.

He and Natsu both took off their shirts and pants and dropped them to the floor, leaving them in nothing but their swim trunks.

After everyone was given a water shell from Juvia, they dived underwater and swam the ten minute journey to an opening in the tower.

Noelle surfaced and removed the water shell from her head.

"So we're beneath the tower?" Noelle asked.

"I wonder where their keeping Erza, Happy, and Marlow?" Natsu asked. He had taken his scarf and wrapped it around his head.

"They may look silly, but they sure do work." Lucy said, referring to Juvia's water shell.

"Juvia is impressed that Lucy-San made it here because I purposely made yours smaller, so you would have trouble breathing." Juvia admitted.

"Jeez, thanks." Lucy said sarcastically and popped her water shell.

A loud roar ripped through the air from one of the flying monsters. One of the guards was flying on it's back.

"Intruders!" The guard shouted. "Identify yourself!"

"Guess we don't have any choice," Said Gray. "We're going to have to fight them."

"Right!" Juvia agreed.

"You losers want to know who we are?" Noelle smirked at them as she narrowed her eyes and got into a fighting position.

"Quack!" Pingu "roared" and tried to mimic Noelle's pose.

"We're the wizards who are going to pound your faces in!" Natsu shouted.

Natsu created an explosion to give everyone cover. The guards struggled to locate them when they all suddenly jumped up out of the smoke.

"We're from Fairy Tail!" Natsu said hitting them with his Fire Dragon: Roar attack.

The guards cried about Natsu's attack being hot.

"Okay, Ice-Make: Lance!" Gray yelled.

As the attack hit the guards they complained about the cold. Noelle smirked. If they thought that was cold, they weren't going to like what she had in store for them.

"Ice Dragon: Crushing Avalanche!"

Noelle pounded her fist into the ground and a magic circle appeared in the sky above the the guards. A mountain of snow poured out of the magic circle and crushed the guards beneath it. She could hear them mumbling about the cold from beneath.

Lucy landed on top of the bridge with the guards getting turned on by the sight of her in her bikini.

"Open: Gate of The Maiden!" Lucy called. "Virgo!"

The sound of a bell filled the air and and a cloud of dust whipped around as Virgo appeared before Lucy.

"Did you summon me, Princess?" Virgo asked.

The guards began to hoot and holler at the sight of Virgo. Lucy sighed and rubbed her finger against her chin.

"These pervs need to be punished." Lucy smirked.

"As you wish." Virgo said as her eyes began to glow red.

The guards cried out in pain as Virgo quickly disposed of them. Meanwhile Juvia was also engaged in battle with a group of the guards, though their attacks did nothing to her, for she was made of water.

"It's like her body is made out of water!" One of the guards shout.

"Be careful me, blades won't affect her!" Another said.

"But I bet out guns will!" Said another.

Juvia stood still as the bullets passed through her.

"What's up with this chick?!" One of the guards yelled as Juvia's body returned to its normal state.

"Drip, drip, drop," Juvia said. She threw her arm forward and sent a torrent of water at the guards. "Water Slicer!"

Pingu had also made an effort to fight. He stood bravely in front of a group of guards who laughed at the sight of him.

"Is this guy for real?!" One laughed.

"This penguin is crazy if it thinks it can beat us!" Another snickered.

"Quack, Quack!"

Pingu glared at the guards and clapped his hands together. The gem on his forehead began to glow and before the guards could swing another taunt, a brilliant ray of purple light blasted from it and struck the guards.

"What the hell is happening?!" They yelled as their body began to freeze over in ice.

Pingu clapped again and again as the ice froze the guards in place. The glow of his gem faded and Pingu stepped back and admired his sculptures.

"Quack, Quack!" He sang and danced around the frozen bodies.

Everyone continued to fight until none of the guards were left standing. They all regrouped in the middle of the room and looked around to make sure they had gotten them all.

"It seems we're finished here." Juvia said.

"Good job, team." Gray smiled.

"I hope we're not calling attention to - oh, who am I kidding?" Lucy sighed and buried her face in her hands.

"I'm afraid so, Miss." Virgo said in agreement.

"So where's the blockhead, buddy?" Natsu demanded as he held up one of the guards.

Suddenly one of the faces carved into the wall opened it's mouth and a stone ladder that resembled the mouths tongue dropped to the ground.

Suspicion grew within Noelle. It seemed their enemy wanted them to come to them.

"What's that?" Natsu asked.

"I think that's their way of saying come on in." Gray said.

Noelle picked up Pingu as an odd smell drifted through the air.

Why did it smell so familiar?

* * *

Noelle blinked as they stepped inside a room that appeared to be some kind of dining hall. A large table of food had even been prepared for them. Noelle found it odd...but it wasn't giving off any foul scent; so she deemed it safe to eat. She found herself joining everyone at the table - all except Lucy.

"HEY BLOCKHEAD!" Natsu shouted in between stuffing his face with food.

"Jeez, would you keep it down?!" Lucy hissed.

"I don't see the point in sneaking around anymore," Gray said - stuffing his face with a chicken leg. "Not after all that ruckus that went on downstairs."

"And the enemy already knows we're here." Noelle said as she bit into a roll.

"What the heck are you guys eating?!" Lucy yelled.

"I suggest you join them before nothings left." Virgo said to Lucy.

Noelle rolled her eyes when she heard Lucy decline any food. She walked over to Lucy and plopped a chicken leg in her mouth, grinning all the while.

"Our enemy went out of their way to prepare this lovely meal for us, Lucy," Noelle winked. "The least you could do is eat something."

Lucy yelled at her but Noelle couldn't understand a word she said. Lucy rolled her eyes and reluctantly began to chew on the piece of meat.

"Quack-Quack-Quack!" Pingu cheered.

Pingu took two big fish from the table and wrapped them in layers of napkins.

"Pingu, what are you doing? Aren't you hungry?" Noelle asked.

"Quack, Quack!" Pingu held up the fish. "Quack, Quack, Quack Quack Quack!"

"You're saving them for Marlow and Happy? That's so sweet!" Noelle gushed and patted his head.

"The door that allowed us in was controlled by a magic user." Juvia said.

"Then they are well aware of our presence." Virgo added.

Noelle had figured that was the case. At the moment her only concern was finding Erza, Happy, and Marlow. She could pick up their scents scattered throughout the tower...and another that she couldn't identify.

"Why would they let us in?" Lucy asked.

"Do you think they're trying to provoke us?" Gray questioned.

"I don't know." Lucy said stroking her chin.

"I've picked up the others scents, as well as another scent. It doesn't belong to any of the people we came across." Noelle said, popping another roll into her mouth. She left out the part about it smelling familiar to her. _'Could it be?...'_

"Not to be rude, but your bikini's leave little to the imagination."

"Should I change?" Lucy asked.

"Yes, both of you should," Virgo said with glowing eyes. "I'll help the both of you."

"Wait, right here?!" Lucy yelled.

"Virgo - hey - just wait a minute!"

Noelle screamed as Virgo ripped her and Lucy's clothes from their bodies leaving them in the nude. Noelle quickly covered her chest with one arm and her lady part with the other.

Gray's eyes bulged from his head as he ogled Noelle's naked body. His face had turned bright red and his jaw was practically touching the ground.

"Holy..." Was all he could say.

"Gray-San! You must not look at Noelle-Chan like that!"Juvia yelled.

"Quack-Quack!"

Pingu pointed threateningly at Gray and he put himself in front of Noelle.

"I brought these over to you from the Celestial World." Virgo said.

Noelle and Lucy quickly dressed.

Noelle looked down at her new outfit. The top was a seafoam green cross neck bikini top that was decorated with golden beads. For bottoms she had on a dark green sarong that hugged her curves and had a high slit on the left side, the showed of a pair of tiny blue shorts. Golden beads dangled from the bottom of the skirt, and a golden sash was tied firmly around her waist. She also had on a bandana that matched Lucy's - only hers was decorated with golden swirls.

That outfit...wasn't her style, but she appreciated it none the less.

"So boys," Lucy posed. "Do we look super cute in these outfits or what?"

"Oh yeah," Gray said, looking at Noelle. "You look - I mean you guys look great."

Noelle shyly smiled.

"He _looooves_ her." Virgo said, mimicking Happy.

"W-What?!" Gray sputtered.

"I-it's not like that!" Noelle said waving her arms around.

"When did you start hanging out with Happy, Birdo?" Natsu asked.

* * *

"Achoo!" Happy sneezed. "I think I'm going to go crazy if I have to stay in this place much longer!"

"Get. Off. Of. Me. You. Stupid. Thing!"

Marlow was still trying to get the ridiculous penguin costume off of his body, and so far, he's had no luck.

Happy sighed. He really missed Natsu.

* * *

"I wish you luck, Princess." Virgo bowed.

"Thanks for the help Virgo," Lucy said as Virgo vanished. "Oh, did you guys want me to ask her if she could bring you a dry change of clothes too?"

"Nah this does the trick just fine." Gray said as he dried his pants next to a flaming Natsu.

"He's not a dryer, ya know!" Lucy yelled.

"The intruders! We found them!"

Noelle whirled around as a group of guards suddenly rushed into the room. Pingu stood beside her with the fish clutched to his chest. They all prepared to fight when the guards were suddenly cut down.

"Erza!" They all yelled happily.

"Thank goodness you're okay." Lucy said.

"She's so cool!" Juvia gasped.

"It's you!" Erza yelled. "What are you doing inside the tower?!"

"We were looking for you." Noelle frowned. Wasn't Erza happy to see them?

"Uhm...Juvia is-" Juvia started to say but was cut off by Erza.

"Go home!" Erza demanded. "This place is far too dangerous."

Noelle frowned. This was nothing like the Erza she knew. What the hell as going on?

"You're not going to scare me into leaving," Natsu said, pounding his fists together. "I ain't going anywhere until that blockhead gets a good taste of my fist! I'm going to make him pay for shooting me in the mouth."

"You have to go." Erza said.

"But why?" Lucy asked.

"You friends kidnapped Happy and Marlow!" Natsu yelled. "We can't leave here without them!"

"They got them too? It must have been Millianna." Erza sighed in frustration.

"Where can I find him?" Natsu demanded.

"I'm not sure." Erza answered.

"This means war!" Natus yelled.

"Who are you declaring war against?" Gray asked.

"The jerk who kidnapped my little buddy!" Natsu yelled and took off running.

'What a moron." Gray sighed.

"Poor Natsu." Juvia frowned.

"Let's go and help him!" Lucy shouted.

Noelle nodded her head. She needed to find Marlow too.

"No!" Erza threw her sword out in front of them. "You don't have to worry about Happy or Marlow," She said. "Millianna is a cat lover. She'd never do anything to hurt them.

"I don't give a damn!" Noelle shouted. "Marlow is my friend, and I don't appreciate him being kidnapped by some psycho! And besides, if Nicholai is here then I'm going to find him! I've waited so long to see my brother again, and you yourself are the one who told me he was taken as a slave here!"

Pingu looked up at Noelle and then where Natsu had ran off. When she wasn't looking he took off running(or wobbling rather) after Natsu with the fish held protectively in his arms.

"I promise I'll bring them all back to the guild with me," Erza said. "But you four need to leave immediately."

"Don't be ridiculous, we can help you!" Lucy protested.

"I don't want your help," She said. "This is my problem and it doesn't involve you."

Noelle felt the rage bubbling inside of her.

"How can you even say that?!" She yelled. "This is as much our fight as it yours! They attacked us and kidnapped you, Happy, and Marlow! You're a bigger idiot then Natsu if you think I'm just going to walk away and let them get away with that!"

"She's right!" Gray said. "You saw Natsu! I'd say we're plenty involved."

"Erza," Lucy called out. "What's up with this tower and who's this Jellal guy?!"

Noelle gasped at the familiar name. Jellal? No...that can't be! It has to be a coincidence.

"I can understand if you don't want to tell us," Lucy said. "You said the creeps who kidnapped us used to be friends of yours, right? Well, we're your friends now, and we're here to help you. And no matter what happens we're always going to be here to have your back!"

"Yeah. She's right." Gray smiled.

"Leave!" Erza growled.

"Come on Erza," Noelle glared. "This isn't like you."

"She's right," Gray said. "What happened to the woman who'd tell us to shut up and come along whether we wanted to or not? We want to stay here and help you out. Master taught us that even the strongest warriors need a little back up every one in a while."

Erza slowly turned to them with tears falling from her left eye. The group stiffened. Erza was...crying? Noelle couldn't believe it. She's never seen Erza cry before!

"I'm sorry, but you can't help me now," Erza frowned. "The odds are stacked against me. Win or lose, this battle I'm staring death in the face."

Noelle's eyes widened.

"What do you mean by that?" Gray asked.

"There's no point in fighting what's inevitable. I can't...but what I can do is share my story with you," She softly smiled at them. "While I'm still here."

Those words didn't set right with Noelle. While I'm still here? _'There's no way I'm going to let Erza die.'_ Noelle thought as she clenched her fists.

"This building is The Tower of Heaven. It's also called the R-System," Erza began to speak. "Over a decade ago a cult, dedicated to Black Magic, began its destruction. It would be used to cast a forbidden spell that brings the dead back to life."

Noelle felt a tingle dance down her spine. To bring back someone from the dead...just seemed so cruel to her. To bring them back, to relive the pain and suffering they had endured...wasn't right to her.

"The spell required multiple human sacrifices, so the cult abducted citizens of the surrounding area and forced them to build the tower as their slaves," Erza sadly looked at the ground. "The only reason I know this...is because I was one of those people."

They all gasped. Noelle frowned. Those were the same people who had invaded her village and kidnapped her brother; the ones who took everything away from her.

She clenched her fist.

"Anyone who tried to escape the cult or resist the tower would mysteriously disappear. We never had any peace of mind. We lived in constant fear, but we bonded and make countless friends we could trust despite that, even though we knew we wouldn't be together long."

Erza paused before continuing.

"One of my friends in the tower was a boy named Jellal."

Noelle gasped.

Jellal!? But...that doesn't make any sense! Jellal never mentioned anything about a tower or Erza! Noelle didn't understand.

Erza went on to tell her story about what happened between her and Jellal in The Tower of Heaven. By the end of her story Noelle was shaking. It didn't make any sense to her! How could Jellal have been there, when he was with her?!

"So we took a stand for our freedom," Erza frowned. "We hoped to save our dear friend, Jellal. He was like the leader of our group back then. He had a strong sense of justice that I truly admired. However...something happened to him. It's almost as if he became an entirely different person. There's only one way I could describe Jella's new persona: pure, unadulterated evil."

 _'No! That's not right. Jellal isn't evil! He was kind, and caring, he was always looking out for us! This has to be some kind of trick, right?!'_

When Noelle looked into Erza's eyes she seen nothing but truth and pain. Erza wasn't lying...but Noelle couldn't convince herself to believe that Jellal could ever do something like what she was describing.

If it was true...then what happened to her?

What happened to Wendy?


	21. Heaven's Game

**Chapter Twenty-One:** Heaven's Game

"If I stay in this crazy cat room much longer I'm going to go insane! I gotta get out of here right now!"

Marlow was staring at himself in a cat-shaped mirror with a disgusted look on his face. He had tried everything in his power but the penguin suit refused to come off. Every time he looked at himself he saw Pingu - it disgusted him.

"Pretty kitty. Pretty kitty. Pretty kitty. Pretty kitty."

"What the hell is that?!" Marlow snapped.

He turned around to see Happy and an orange cat robot.

"Meow. Meow. Meow. Meow." The robot repeated over and over again. Its head started to spring back and forth as it repeated the word "Meow".

Marlow was watching Happy. The blue cat looked ready to snap, which excited Marlow. He hoped he smashed it into a thousand little pieces! Marlow's hopes were let down when Happy, instead of smashing the robot, started to play with it; unacceptable. Marlow marched over to the robot, hissed at it, and slammed it into the wall over and over again, until it smashed into a thousand little pieces.

"Aw, we were just starting to have fun." Happy frowned.

* * *

"I don't know, maybe it's just me, but for some reason the name Zeref sounds familiar." Gray said as Erza wiped her tears away.

Noelle felt her heart break with every tear Erza shed. Noelle had little doubt that Erza was telling the truth, but it just didn't add up! The Jellal she was speaking of couldn't possibly be the same one she knew! The Jellal she knew is kind, caring, and would never do anything to hurt his friends. Sure he had his moments when he seemed a bit...off, but it was nothing like Erza has described.

"I'm sure," Erza said. "He was a legendary black wizard."

"Wait a minute, I remember someone mentioning that the monster that came out of Lullaby was one of Zeref's creations." Lucy gasped.

Noelle frowned as she thought back to her first mission with Team Natsu.

"I didn't mention it, but I suspect Deliora was a monster of the book of Zeref as well." Erza frowned.

Noelle glanced at Gray from the corner of her eye. He had stiffened and his eyes widened a fraction when Erza mentioned Deliora. Noelle moved closer to him and wrapped her arm around his. She smiled at him when he looked down at her.

"If this wizard is as evil as you say then why would Jellal want to resurrect him?" Juvia asked.

"I don't understand his motives either, however, my old friend Shô said something to me about Zeref getting them to heaven, and when that happens the world will be reborn and they'll become it's rulers."

"That doesn't make any sense to me." Noelle frowned.

"If these guys are old friends of yours then why are they accusing you of betraying them?" Lucy questioned. "Don't they realize Jellal is the bad guy here?"

Noelle flinched. He's not a bad guy.

"It's not their fault. I'm sure he fed them all sorts of lies about me once I left," Erza sighed. "That doesn't change the fact...that I abandoned them so long ago, in the end I guess you could say I did betray them."

"Because he threatened to kill them if you ever came back!" Lucy yelled.

"Lucy's right. There's no way you could have saved them." Noelle said to her.

"None of that matters anymore," Erza shook her head. "If I can't defeat Jellal then if will all be over. Leave it to me, okay?"

Noelle narrowed her eyes. The way Erza was speaking...made it seem as if she was hiding something. Why was she so reluctant to let them help? She couldn't possibly believe that they would all walk away from here and leave her to die, could she? It doesn't matter. There's no way Noelle is going to let anything happen to Erza.

"Sister. That's not true."

Noelle's ear twitched. All of them turned to see a dark-skinned boy with blond hair looking back at them. Noelle noticed the way Erza was watching him and figured he was one of her old friends.

"Why, why are you lying to them?" He demanded.

"Shô." Erza frowned.

"You think by making yourself the martyr you're going to get some kind of sympathy from you friends? Tell them the truth! That's not how it happened and you know it!" Shô yelled. "You blew up the boats we were going to use to escape, and then you left on your own - we would have ended up at the bottom of the sea if it weren't for Jellal. He saved us! He warned us not to trust wizards like you, who haven't learned how to use their magic properly."

Shô's voice started to crack and tears slowly built up in his eyes.

"He said that you had become drunk with magic power and that you didn't want anything to do with your past or the people you left behind!" Shô screamed between sobs. "You abandoned us and left us to die, just like that traitor Nicholai!"

Noelle's eyes widened. "N-Nicholai?" _Does that mean that...Nicholai isn't here?_ Noelle felt her heart break.

"Did you ever stop to think that he might be lying?" Gray asked.

"If you truly knew Erza then you know she would never do something so horrible." Said Lucy.

"Maybe it's you who doesn't know Erza," Noelle said. "The Erza I know would never abandoned her friends."

"You only think you know her," Shô said. "You weren't there back then. You don't know anything about us. After you left, Jella's words were my only salvation! And that's why - I spent all these years trying to working to finish the tower for him. I did it for his sake. Now you're trying to tell me it was all a lie?! You really expect to believe that you're telling the truth and that Jellal's been lying to us the whole time?!"

"That's right." A voice echoed throughout the hall. Noelle thought it sounded familiar.

A thick-smoke filled the air and the metal-faced man from the casino appeared. Noelle and Gray immediately got ready to fight, but Juvia held a hand out in front of them.

"Please wait, Noelle-Chan, Gray-San," Juvia spoke. "He never meant the two of you any harm. He knew that he was attacking Gray-San's ice clone."

"But how?" Noelle asked.

"Since he was the one who cast the spell it had no affect on him. Juvia came along in hopes of discovering why he'd chosen to spare the two of you."

"I'd expect no less from one of Phantom's Element 4." The man said.

"I don't understand." Shô said.

"I had to fool you and the others into thinking I killed them," He answered. "I hoped our attack would lure them here."

"So you were lying too?" Shô asked. His body was shaking and the tears were freely falling from his eyes. "How could you do that to me?" Shô asked, staring down at the ground.

The man stepped up to Shô and placed a hand on his shoulder.

"I'm sorry," The man said. "Jellal had you under his spell, and I couldn't convince you otherwise. So I played along until the time was right."

Noelle couldn't believe that he spent so many years pretending to be another one of Jellal's puppets. Had he truly known all along that Erza was innocent, or was there more to his story?

"So, you knew all along?" Erza asked.

The man turned around and looked down at Erza with a gentle smile. Noelle's eyes widened in the slightest when she saw the way he looked and spoke to Erza. He didn't just care about her... _he loved her_.

"I've always believed in you, Erza," He said to her. "And there's nothing that could change that."

Oh yeah, he was definitely in love with her. Noelle smiled finding it sweet that his love for Erza had lasted all these years. Noelle wondered if she would ever find someone to love her, the way that Simon loved Erza.

Noelle hadn't even realized that she had been looking at Gray, but Juvia had, and the blunette's face softened with a smile.

"I mean those words from the bottom of my heart." He said, taking Erza's hand in his own.

"Simon." Erza whispered and tearfully hugged him. Simon happily returned the hug.

Noelle felt warmed by the touching reunion. She hoped that Shô would come around too.

"I never knew," Shô said sinking to the floor. "I can't believe I blindly followed him all these years," Shô started to cry again. "I doubted you...cause you left me all alone! You had no idea how much that hurt!" He shouted at her.

There was a stinging sensation in Noelle's heart. Noelle wondered if her brother felt that way as well...like she abandoned him.

 _'No! It was his own choice. There was nothing I could do.'_

Noelle shook her head and pushed the memories down. She wouldn't think about them - not here - not now.

Shô began pounding the ground with his fists as his feelings overwhelmed him. Noelle couldn't even begin to imagine what was going through his head; he had spent so many years being lied to and used, it would be hard to believe anything that anybody said. She could understand why he'd be doubtful of them.

"I don't know what to do!" Shô cried. "I don't even know which one of you I should believe anymore!"

Erza gently crouched down in front of Shô as he continued to cry.

"I know it's a lot to take all of this in at once," She said. "But Shô, there's something you should know," Erza whispered quietly. "Though it has been many years, I never once forgot about any of you."

Erza took Shô in her arms and gently hugged him. Shô cried against her shoulder as she held and comforted him.

"I'm sorry I couldn't stand up to him, but I was so weak back then," She said. "Please, forgive me."

"Now you're stronger and ready to face him, isn't that right?" Simon asked, and Erza nodded her head in response. "I've waited all these years for this very moment when a group of powerful wizards would gather here."

"So what do you have planned?" Lucy asked Simon.

"We're going to take down Jellal," Simon answered her. "We can do it if we work together, but first we must stop Salamander and Wally from clashing."

"I hope Natsu has found Happy and Marlow. Erza said her friend wouldn't hurt him, but that doesn't mean I'm not worried about him - even if he is a little jerk."

Noelle sighed and reach down for Pingu, only to discover he wasn't there.

"Has anyone seen Pingu?"

* * *

Pingu wobbled throughout the halls of the Tower of Heaven, peaking his head inside of any room he came across. The fish was still wrapped inside of the napkins and safely tucked away in his arms. Pingu let out a frustrated quack as he came across another empty room.

Pingu sighed knowing he couldn't give up. Noelle was counting on him! With that in mind, Pingu set off to find his feline companions.

* * *

Marlow's eye twitched as he watched Natsu face off against Millianna and Wally...wearing a giant green cat head. The worst part of it all was that he was losing - to someone who could only make weird rope and a guy who could turn himself into blocks! How the hell was he supposed to rescue them if he couldn't even beat these freaks?!

"I hope you're hungry Salamander," Wally said, turning his arm to a gun and pointing it at Natsu who was trying to crawl away. "Cause you're about to eat lead."

"Ah man this is not good." Natsu grunted.

"Give it up. I've got a real dandy catchphrase I've been dying to try out," Wally grinned. "To bad things had to end this way, but from the moment you met me-"

"AH NOW MORE CRAPPY CATCHPHRASES!"

Marlow screamed and rammed himself into Wally, accompanied by Happy.

"Happy, Marlow, that you?" Natsu asked.

"You betcha!" Happy replied. "I'm so glad you're safe!"

"It took you long enough!" Marlow scowled. "And what's with the cat costume?!"

"Just get this thing off of me!"

"Aye Sir!" Happy said.

Marlow scoffed. He wanted no part of whatever was about to happen.

"Look pal, no one interrupts Wally and lives to tell the tale!" Wally yelled and started shooting at Happy.

"No! I won't let you hurt the wittle-kitty-witty!" Milliana cried and latched onto Wally.

"Cats ain't no fliers! And they ain't no stinking gum-flappers either!"

"Come on little buddy, untie me!"

Marlow sighed. Why did he always get stuck with the idiots?

Wally tried to launch himself at Natsu but Millianna held him back by the scarf. Happy was having a hard time trying to get the rope off of Natsu who decided at that moment it was time for his "special attack".

"Sad kitty face," Natsu said with tears running down his mask. "Meow."

Marlow's eye twitched. If he didn't have the stupid mask on then he would have punched him. He could still do it, but it wouldn't feel as good.

"Meoooow!"

Millianna's eyes began to water and the rope restraining Natsu was released. Marlow couldn't believe that Natsu's stupid plan had worked.

"Why'd you let him go, ya dingbat?!" Wally yelled.

"Poor wittle kitty looked so sad!" Millianna cried.

One attack from Natsu's Fire Dragon: Wing Attack was all it took to put them down and not even a single drop of blood was shed.

How disappointing.

"Haha! You mess with the kitty, you gets the claw!"

Marlow groaned and smacked his face with his paw.

"So how long are you gonna wear that thing?" Happy asked.

"Until I can get it off." Natsu sweatdropped.

* * *

"Why do you have such a big head?!"

Marlow and Happy were tugging with all their might trying to get the cat mask off of Natsu. Either the mask was really small, or Natsu had a really big head!

After a minute the mask finally came off with a satisfying 'pop'. Natsu cheered as he was finally free from the mask.

"Hey look! Now it's stuck on boxy!" Natsu laughed.

"I'm amazed that mask was able to fit over his giant square head!" Happy said.

"This dance ain't over yet Salamander!" Wally said ripping the mask off. Wally grunted in pain and clutched his head as his knees knocked against each other.

"Well I already got my payback and since Happy, Erza, and Marlow are safe, there's no reason for me to keep wasting my time with you pal." Natsu said.

"Aye! You tell him!" Happy smirked.

"Talk all you want...but we're still gonna get to heaven," Wally grunted. "Jellal told us we'd finally have real freedom, and a world were palookas like us are calling the shots."

 _ **"I welcome you, to The Tower of Heaven."**_

"And there he is!" Wally said.

* * *

Noelle and the others were running up the stairs of The Tower of Heaven while Simon was trying to get in contact with Millianna and Wally. Noelle had a bad feeling that something was going to happen, she could practically smell it in the air.

"Something is interfering with my connection to Millianna and Wally," Simon said touching his temples. "I can't even tell where they are now."

"What do you mean?" Lucy asked.

"He's talking about Telepathic Communication." Juvia answered.

"Juvia, are you absolutely certain we can trust this guy?" Gray asked. "I mean I can understand that he actually wasn't trying to kill us back at the resort, but still..."

Instead of Juvia answering it was instead Simon.

"I won't make excuses for my actions." Simon said to Gray.

"I didn't think you could hear me." Gray replied.

Noelle rolled her eyes. Of course he could hear them, he was only a couple steps in front of them.

"Any mage who was incapable of surviving that would never have had a prayer against Jellal," Simon said. "I never doubted that Natsu or Noelle could have handled the attack. I was confident they would survive."

"Why only us?" Noelle asked.

Only she and Natsu would have survived? That couldn't be true. Noelle knew that Erza was a lot stronger than her, and Gray and Juvia were both powerful as well, and Lucy wasn't as weak as she made herself out to be.

"None of you aside from Noelle can comprehend the full extent of she and Natsu's ability," Simon spoke confidently. "Once they awaken the dragons power within, evil will fall in their wake."

Noelle stared at Simon. How did he know about her magic? She hadn't used it back at the resort, and she never mentioned it to him either. And what did he mean by their true power within? Was he trying to say that there is more to her magic than what Isoldeth taught her?

 _ **"I welcome you, to The Tower of Heaven. My name is Jellal and I am the ruler of this tower."**_

Noelle and the others stopped running as a voice filled the air. Noelle shivered. That voice, it really was Jellal. But how? How is that even possible?!

 _ **"I see the players have been arranged."**_ Jellal said.

"Say what?" Gray whispered.

"So he knows we're here," Simon said. "He could be lurking anywhere in the tower, waiting for us."

 _ **"I'm delighted you've come all this way to see me, shall we play a round of heavens game?"**_

"So this is all just one big game to him?" Noelle scowled. "Jellal, what the hell happened to you? This isn't who you are!"

Erza and Simon stared at Noelle and shared a look of confusion.

 _ **"The rules are really quite simple,"**_ Jellal continued. _**"I wish to use Erza as a sacrificial pawn in a ceremony to resurrect Lord Zeref."**_

Everyone stiffened. Noelle could feel her canines digging into the fat of her lip. She would not let that happen - Erza was nobodies sacrifice.

"No, I won't let you!" Shô growled.

 _ **"If I succeed, the Gates of Heaven will open, crowning my victory,"**_ Jellal carried on. _**"However, if you can manage to find a way to stop me, then you'll be the winners, and to make things a little more interesting I've enlisted the help of four knights to battle on my behalf."**_

Noelle didn't like the sound of these "knights". She'd bet her life they were hired from some kind of Dark Guild.

"Four knights?" Simon asked. "Who could they be?"

 _ **"The only way you'll be able to get to me is if you can beat them,"**_ Jellal said. _**"In other words, a four on nine battle royal. And, there's one more surprise. The Magic Council has the Satellite Square focused directly on this tower, and it's highly likely they will attack. At this very moment they are voting on whether they should fire an Etherion Blast."**_

Noelle knew that if an Etherion Blast was to be fired at the tower that none of them would survive. Noelle could hear what sounded like a man arguing with Jellal but she paid no mind to it; she has other things to worry about.

 _ **"There's no telling how much time is left. Should the Etherion strike, total annihilation is emanate. No players left to win. Game over."**_

"What kind of messed up game is this?" Lucy asked.

"But that doesn't make any sense to me," Erza said. "Why would the Magic Council resort to such drastic measures?"

Something in Shô finally snapped and before any of them could react, he had taken Erza hostage within one of his cards.

"I won't let them lay a finger of her!" Shô exclaimed.

Noelle frowned understanding his worry; but they needed Erza in this fight.

"Let me out of here!" Erza yelled from within the card.

"I'll beat Jellal all by myself if I have to!" Shô yelled.

"No, you can't do it alone!" Simon shouted.

Noelle sighed as Simon chased after Shô who ran off with Erza. He was doing more harm then good for them, without Erza they were one person down, and who knows what kind of freaks Jellal hired to guard him.

"Some vacation this is turning out to be," Noelle sighed. "Gray, you go after Shô. We're going to need Erza if we want to win against Jellal. Juvia, Lucy, and I will go look for Natsu and prevent him from doing anything stupid - if he hasn't already."

Noelle smiled when she seen the concern on his face.

"You don't need to worry about us. We'll be fine, if we come across one of the knights we can handle them on our own."

"We can?" Lucy asked with a frown.

"Yes, we can," Noelle smiled and took Lucy's hand. "We don't always need Natsu or Erza to fight our battles, Lucy. We're mages of Fairy Tail - and we're strong. I promise you that we can do this."

Lucy blushed and lightly nodded her head. Noelle was right. They could - _she could_ \- do this.

"You're right."

"Juvia will gladly fight by Noelle-Chan's side." Juvia said.

Gray frowned. He didn't like the idea of them going off on their own, but he knew that Noelle could handle her own, and Juvia had been one of Phantom's strongest members. Lucy, admittedly, he was a little more worried about her then the others, but he knew her Spirits would protect her if anything went wrong.

"Alright," Gray grinned. "Be careful, Noelle."

"You too, Gray."

Noelle grabbed Lucy and Juvia by their hands and fought the blush down that was creeping up her neck. Now wasn't the time for a silly crush to get in the way. They had more important things to deal with like finding Natsu and taking down these knights and kicking Jellal's ass!

Wait...

 _Crush?!_

* * *

Natsu!"

"Salamander!"

"Hey, Fire-Gut!"

"Aw man," Lucy sighed. "Natsu's got ears like a dog, so he should be able to hear us no matter where he is."

"Same as Gajeel-Kun, then," Juvia said. "Then his nose must be good as well."

"Gajeel-Kun, huh?" Lucy sweat-dropped.

"Juvia can't imagine why she was chosen to work alongside this blonde bimbo in the first place," Juvia sighed. "Juvia doesn't mind searching with Noelle-Chan, she's not a love rival to Juvia."

"Give me a break," Lucy said. "It's not like I want to work with you either."

Noelle was about to tell the two that they had more important things to do than fight with each other. But before she could even utter a sentence the sound of a guitar blasted throughout the the tunnel room they were currently in. Noelle whimpered and covered her ears.

"What is making that awful noise?!" Lucy asked. "Is that a guitar? It's so loud!"

"My ears!" Noelle whined. "Someone make it stop!"

"Juvia happens to think it sounds cool." Juvia said.

"You've got issues, girl!" Lucy said.

The noise continued as a tall, pale man, with long bluish-black hair appeared in one of the tunnels. His body was covered with black ink and in his hand he held a guitar that Noelle could only guess is what was causing the horrible sound.

"You babes dig my destruction solo?" The man asked, wiggling his tongue around.

"Check out that hair!" Lucy yelled.

"His hair? Really? That's the first thing you noticed?" Noelle sweatdropped.

"I'm an assassin with the Deaths Head Order," The man said. "Pretty rockin' name, huh? A death head is like a skull, get it?"

"Juvia takes it you're one of the four knights Jellal spoke of." Juvia said.

"I'm the wing of the Trinity Raven," He said as he shredded on his guitar. "When they scream Vidaldus Taka, they're screaming about me. ROCK ON!"

Vidaldus let out a piercing scream as his hair shot out towards them. Lucy started screaming and dodging the the hair as it pierced into the ground.

"Ice-Make: Wings!"

Noelle flew into the air just as a blade of hair sliced the ground where she once stood. Noelle swooped in and grabbed Lucy as Vidaldus began targeting her. She took Lucy to one of the tunnels and dropped her. She wasn't worried about Juvia, knowing that nothing could harm her Water Body.

"Lucy, you need to go find Natsu." Noelle said.

"What?! I can't just leave you guys!" Lucy objected.

"Juvia and I will be fine. Now go! I'm counting on you Lucy."

Lucy wanted to object but instead she nodded and ran off to find Natsu while telling Noelle to be careful. Once Lucy was gone, Noelle went back to Juvia as Vidaldus began to speak.

"Man I gotta tell you, both of you ladies are hotter than hell!" Vidaldus grinned. "Eenie-meenie-minee-mo-oh-no-I-just-got-to-catch-one-of-these-hot-chicks-by-the-toe!" Vidaldus sang as he moved his finger from Noelle to Juvia. His finger finally stopped and landed on Juvia. "You're it, babe! I'm going to make you my succubus!"

"Your succubus?" Juvia asked.

Noelle winced as the sound of the guitar playing bounced off the walls and into her ears. Vidaldus started to play faster and harder and soon, magic was shooting out of his guitar like crazy and had wrapped its self around Juvia.

"Rock of Succubus!" He screeched.

"What's happening to me?!" Juvia yelled. "No, leave me alone!"

"Juvia, what's going on?!" Noelle yelled.

"Stay back! He's too dangerous!"

Juvia screamed in agony as the magic invaded her body and surrounded her in a thick purple smoke.

"Juvia, are you okay?! Answer me!" Noelle yelled trying to see through the smoke.

"She's my slave now, babe." Vidaldus said.

Noelle glared coldly at him. The smoke faded away and a figure stepped out clad in a tight, low-cut purple top, and tight leather pants. Her hair was down and wild and she had on dark make-up. It was Juvia - but dressed like some groupie for a rock band.

"I'm gonna take you on a ride straight to hell, whitie," Juvia grinned sickly. "I'll show you the deepest and darkest depths of hell!"

Juvia said laughing crazily while waving her tongue around.

"Juvia..." Noelle whispered. "What did he do to you?"

"Rock on!" Vidaldus screeched and shredded his guitar. "My Succubus spell made this gloomy-groupie my slave! I got her like a dog on a chain!" Vidaldus laughed, whipping his hair around. Juvia mimicked his every move. "Oh yeah! I thought about making both of you babes my slave, but that wouldn't be as much fun," He tilted his head. "Cause there's nothing hotter than watching chicks in a cat fight. Give me some hair pulling and clothes ripping, down and dirty action!"

"You're sick, you know that?" Noelle glared. "I'm not going to let you get away with what you did to Juvia. So you better get ready, Cause I'm about to rock you world!"

"Oh yeah! That's the spirit, baby!" Vidaldus cackled.

"That little baby is about to get the spanking of her life!" Juvia said.

Juvia turned into water and charged at Noelle. Noelle frowned as Juvia surrounded her in a funnel of water. Juvia would strike out at Noelle but the winterette made no move to fight back. She didn't want to fight Juvia. Juvia wasn't her enemy, and she didn't wish to bring harm to her, but she couldn't stand around and do nothing either and let this creep use her like some cheap tool.

Juvia appeared in her watery form before Noelle with a twisted grin on her face.

"Now then, we need to work on your image if you really want to rock," Juvia grinned. "You gotta start by showing a little more skin - like this!"

"Juvia - _wait_ \- no!"

Noelle screamed as Juvia ripped her top from her body. Noelle quickly ripped the bandana from her head and tied it around her chest as she held her arms over her chest protectively.

"I don't want to hurt you Juvia," Noelle said. "So you better get a hold of yourself, Juvia!"

Juvia rushed at Noelle and headbutted her. Noelle hissed as she was knocked to the ground. She glared up at Juvia who still had the twisted grin on her face. It wouldn't be much of a challenge to fight her, Water Magic did nothing to Noelle...but she didn't want to fight Juvia. Juvia wasn't her enemy anymore. There's no reason to fight her!

"Juvia, I know that you want to join Fairy Tail," Noelle said. "But in order to do that you need to snap out of it! Don't let this guy use you! You're better than that!"

"Now we're really rocking!" Vidaldus whipped his hair around. "But I need more screaaaams in the mix!"

Noelle flipped back as Juvia began to whip her water around. Noelle hissed as the whip smacked against her skin and tore it open. Juvia's water could cut through steel - Noelle didn't even want to know what it could do to the human body. As Juvia cracked her whip again, Noelle reached out and froze it.

Juvia was so taken aback that she didn't even have time to act when Noelle rushed her and hit her with her Ice Dragon: Diamond Fist attack. Noelle's fist crashed into Juvia's face and sent the bluenette tumbling to the ground.

"I don't want to fight you," Noelle said. "But I will if I have to."

"Looks like the winter babe has got some fight in her!" Vidaldus grinned. "Let's send this babe to hell already! Hit it, baby!"

Juvia grinned and rushed at Noelle, sucking her into a wave of water. Noelle grunted as the weight of the water pushed her down. Noelle closed her eyes and tried to think of what she could do to free Juvia. Noelle frowned. There was one spell she could use, but she didn't know if it would hurt Juvia or not...but at this point she didn't have much of a choice, did she?

"Noelle-Chan, can you hear me?"

Noelle blinked. Was that Juvia she just heard, the actual Juvia?

"Noelle-Chan...Juvia doesn't want to do this. Juvia doesn't wish to harm her friends. I've grown to love everyone in Fairy Tail, even Lucy-San who is Juvia's biggest love rival. It's a friendly, fun, and heart-warming place. Fairy Tail wizards are like rays of sunshine that chase away the clouds on a gloomy day. Before meeting all of you Juvia had no idea a guild could be such a happy place. For the first time in my life Juvia thought she was making friends she could honestly trust. Juvia truly is...a woman who brings nothing but sadness."

Noelle was speechless. Juvia, she was crying. She could feel her tears on her face; even in all of the water Noelle could feel the warmth from Juvia's tears.

"Now Juvia, it's time for the big finale, baby!"

Juvia threw Noelle from her water and she landed on her side but was quick to get up. Noelle faced Juvia knowing exactly how she was going to save her.

"This is the end of the line for you!" Juvia said.

"I'm going to free you, Juvia," Noelle said. "You've done so much for us. I don't know if we would have got this far without you. I'm going to save you Juvia! I won't let any harm come to the people I care about. You don't have to worry Juvia; those who shed tears for their friends will always be welcome in Fairy Tail!"

Juvia stared at Noelle as tears gently flow from her eyes.

"Noelle-Chan..."

"What a load of crap," Vidaldus scoffed. "Hurry up and send her to hell, Juvia!"

"Oh I will," Juvia smirked. "My Water Jigsaw will cut you into little pieces!"

Juvia became a twister of water and rushed at Noelle. Noelle stood still as she gathered her magic into her hand. As Juvia appeared before Noelle in the water twister she stuck her hand out and pressed it against her head.

"Trust me, Juvia," Noelle said. "Touch of Frost!"

The water surrounding Juvia rapidly began to freeze over as she looked at Noelle in shock. Noelle continued to pump her ice into Juvia's Water Body until she was completely frozen solid.

"Whoa, what the hell did you just do?!" Vidaldus yelled. "My control over the water babe is gone!"

"Let's see how tough you are without a puppet at your disposal," Noelle glared. "Get ready, pal. I got a one-way ticket to hell with your name on it! Roar of The Ice Dragon!"

Vidaldus screamed as the twister of ice struck his body and sent his slamming into the wall. Vidaldus gave one final scream as he slumped to the ground unconscious, followed by his wig.

Noelle walked over to Juvia just as her magic faded from her body. Juvia collapsed to her knees and Noelle was quick to join her side.

"I'm so glad you're okay, Juvia," Noelle said hugging her. "I was really worried about you. Thank-you for all your help, Juvia."

"Juvia should be thanking Noelle-Chan. This is the first time a woman treated Juvia nicely."

Noelle hugged Juvia tighter hearing this.

"It doesn't matter what other people think of you, Juvia. I think you're amazing - and I know the others do as well. You're going to make a great addition to Fairy Tail. I know it."

"Noelle-Chan...thank-you."

* * *

"Natsu! Where are you?!" Lucy yelled.

She's lost track of how much time had went by since she left Noelle and Juvia to deal with that guitar-playing-weirdo. She hoped they were alright. Lucy shook the negatives feeling inside of her away. There was no way Noelle and Juvia would lose to that creep!

Lucy stopped running as she came across a large white and gold door. Curiously she stepped up to the door and gently pushed it open. It was a large room that was bathed in a golden glow. The room was eloquently decorated with shades of light blue, white, and gold. Various plants and pieces of art were stashed all over the room and in the center, on the back wall was a large marble fireplace with a fire burning. A chair styled like a throne was placed diagonal to it...and a man was currently sitting in it.

The man if standing would be 6'4". His skin is pale, and is figure is slim, but has an athletic touch to it. His hair is light-blue and piled neatly on top of his head in a bun; his eyes, are narrowed, and light green; a small mole rest under his left eye.

The man wears a white, peacock coat, with the sleeves rolled up to his elbows. Underneath he wears a fitted, light-blue dress shirt, with a seafoam green tie. For bottoms he wears dark-grey, form-fitting pants, and white shoes.

The man had his hands folded under chin and was staring sharply at Lucy.

"All this time spent waiting, and you show up looking like that? How displeasing," The man scrunched his face. "I was expecting a wizard that would prove to be a challenge and instead, I'm greeted by a harlot playing wizard. How very disappointing."

"Harlot?" Lucy sweatdropped.

"I suppose you'll have to do." The man sighed and rose from his chair.

"I'll have you know I'm one of Fairy Tail's strongest wizards!" Lucy said pulling out one of her keys. "I wouldn't take me lightly if I were you."

"A Celestial Wizard?" He tilted his head. "How delightful," The mans lips twisted into a smirk. "Allow me to introduce myself, harlot. My name is Cyneric Latif," Cyneric bowed to her. "And I too, am a Celestial Wizard."

Lucy's eyes widened as Cyneric pulled out his own key.

"Fear not little harlot. I'll dispose of you quickly," Cyneric said. "Filth like you isn't worth my time."

Lucy narrowed her eyes and got ready to fight. Noelle's words repeated over and over again in her head.

 _"We don't always need Natsu or Erza to fight our battles, Lucy. We're mages of Fairy Tail - and we're strong - I promise you that we can do this."_

"You're right. I can do this. Thanks, Noelle."


	22. The Fox and The Lion

**A/n:** Wow, been a while since I updated this, huh? Sorry bout that. For a while I lost interest in Fairy Tail since the manga had gone to shit, and eneded on a shit note that left so many things unresolved. So. Much. Wated. Potential. Granted, there were a few good moments to it - but not nearly enough. Why do I stay then? Because I developed an unhealthy attachment to these damn characters and love them way too much to let bad writing get to me. Let's not forget that this damn series is what got me back into writing and made me so many wonderful friends.

(YOU BETTER BELIEVE I'M LOOKING AT YOU, COCO!)

This chapter is kinda meh, but whatever. I blanked. Next one will be better! :D

COVER ART: The cover art for this story was made by the lovely, lovely, **WintoruniPon** on Deviantart. She is an incredibly artist, and makes beautiful oc's, and does amazing commissions when they're open. She is one of the few artists I'll trust to draw my characters, since I know that she'll do so flawlessly; I've never been disappointed by her.

* * *

 **Chapter Twenty-Two:** The Lion and The Fox

Cyneric's lime-colored eyes were focused intensely on the blonde before him. Honestly, he had hoped for someone that would be of challenge to him and his spirits - and carried mroe moral. Oh well, nothing he could do about it now, right? With a flourish he pulls a silver key from his coat pocket.

"Let us begin. Come forth, my lovely! Open: Fate of The Fox, Vulpecula!"

Lucy swallowed thickly. A bell chimed, and golden light filled the area they were standing in, fading slowly to reveal a tal, curvaceous, fox-like woman with beautiful, thick, long orange hair with highlights of red and yellow, that danced around her like fire, falling to her ankles. Her caramel skin was practically glowing, enhancing her youthful ace, and cat-like eyes that reflected the colors of a sunset.

Vulpecula stared at Lucy with lucid emotions, the orange ears on top her head twitching ever so often, as the big, fluffy, orange and white tail lashed out behind her. The spirit seemed to hum as she smoothed out the white furiosde kimono she wore that was patterned with golden, and red, flames. Simple wooden sandals adorned her feet, and golden jewelry was found on most of her body.

She was a very beatiful spirit, Lucy thought.

Vulpecula bowled graciously to Cyneric. "Master, might I have what it is you have summoned me for today?" She asked in a soft, sultry voice. "Is this the...enemy?" The words were bitter on her tongue.

Cyneric scowled. "My lovely, how many times have I told you now not to call me by that horrible name; it's dirty." Cyneric's lime eye rolled towards Lucy with unspoken hatred. "And yes, this wench is in fact our _"enemy"_ , if you can even call her that. Regardless, dispose of her quickly so that we may leave this wretched place."

Lucy sweat-dropped. This guy had some serious issues! Not to mention his high-horse attitude was seriously grating on her nerves.

Vulpecula's posture straightened. "As you wish Mas - ah, Cyneric, yes - I will take care of her." Vulpecula held her right hand out. In a burst of golden light, a crimson katana appeared; wrapped in silken, gold ribbon.

"I'm sorry, but this battle will be the end for you, young fairy. I will spare no mercy towards those who threaten Master Cyneric's life. Lucy Heartfillia, your life ends today."

Lucy's eyes widened. "I never told you my name! So how do you know it?"

She had never met the spirit before in her life, and yet it seemed she knew who she was. But that wasn't possible, right?"

Vulpecula winced but quickly recovered. Her fingers tightened around her sword, as she shook her head.

"Pointless chatter."

The fox seemed to be hesitant, before charging towards the blonde, her sword becoming bathed in a fiery glow.

"Perish!"

Lucy squealed frightfully and jumped out of the way. Quickly, she pulled out a key and pointed it forward.

"Open: Gate of The Lion, Loke!"

Vulpecula's eyes widened as the spirit was summoned. The once calm demeanor she held, slowly changed to that of boiling rage. Her elongated fangs bared, and the fur on her body stood straight. The fingers that held onto the sword turned white from the pressure being applied. Her eyes sharpened, and narrowed. Gone was the elegant creature, replaced by a feral beast.

"You!" Vulpecula snarled.

Loke smiled at the spirit. "Hey there beautiful, long time no see. Don't tell me you're still angry at me? That was so long ago now." The spirit ran a hand through his mane like hair and sighed. "How many more times do I have to apologize?"

"You bastard - I'll kill you!"

Cyneric and Lucy were both left surprised when the fox spirit's sword clambered to the ground, and she dropped to all fours; speeding at Loke at blinding speed, snarling ferociously and lashing out with elongated claws.

"She's like a completely different person!" Lucy cried out. "Hey Loke, how do you know her?" Lucy asked curiously. It would seem that the spirits had a connected past, and not a good one by any means.

Loke grunted dodging Vulpecula's wild strikes. "It's a long story beautiful. Another time, okay? Maybe over dinner?" Loke winked, jumping away from a slash aimed at his face.

Vulpecula snarled and slashed her claws once more. Missing again, they ripped through his jacket, leaving behind three jagged cuts. Vulpecula was shaking; she was losing control. Her actions were wild, and had no thought behind them. She'd never be able to win this way.

"You haven't changed at all you son of a bitch! It's always the same crap spewing out of your mouth, over and over again! You have no regard for anyone's feelings, do you!?"

Loke was silent, infuriating her more.

Cyneric watched his beloved friend fight with a heavy heart. This wasn't Vulpecula, not at all. The Vulpecula he knew was a kind, gentle spirit; polite, and well-mannered. She never cursed, or let her anger show - it was rare that her emotions got the better of her. In fact, the last time she had let her emotions show, was when she showed up in the middle of the night, crying her eyes out and clinging to him as if her very life depended on it. He had spent the whole night through morning comforting her, and listening to her broken sobs, not knowing how to help her. When she had finally calmed herself down, she had expressed to him that man she loved and who she thought loved her, had been lying to her, engaging with other woman, and stringing her along like a puppet; he felt rage like no other.

Cyneric didn't like when his spirits where hurt. They were his world, and the one's who mattered the most to him. To see his most beloved and cherished friend, hurting made him angry...no, it was much, much worse.

 _It fucking enraged him._

Cyneric's jaw clenched. Wordlessly, he picked up the fallen sword, and moved to his spirit who was now on the ground, shedding tears of anger, as the one responsible for her breakdown stood there, having the audacity to look guilty; yet he made no move.

He crouched beside her, and brushed the hair from her beautiful sunset-colored eyes.

"Vulpecula, return to the spirit world at once. I shall take it from here."

The spirit's eyes snapped open wide. Cyneric flinched. She tried to oppose, but he held his hand out; there would be no arguing here.

"I do not wish to see you in such a state. Please, return, and take some time to yourself. I will deal...with him." Cyneric glared brutally at Loke. "And I will spare him no mercy."

The fox-spirit hung her head, and disappeared. All was still for a moment, until Cyneric rose to his feet, and marched towards the lion-sprit.

"Loke the Lion. Your name is not one that is new to me. It would seem you are the one who is responsible for my pain of my friend, correct? The cause of her tears and frustration - the one who had reduced her pride to nothing. As a Celestial Wizard, there is no greater shame than not being able to care for your spirits, as they care for you. Back then I wasn't able to heal her wounds. But, it seems as if fate had smiled down upon me today, and given me a chance to correct my mistake. And I will."

 _"You will die by my hands, Leo the Lion."_

Lucy frowned. The Celestial Wizard pulled her whip from her hip, and cracked it. Her brown eyes held determination in them, as she glared at the man threatening her friend. Lucy would never let someone lay a hand on her spirit - not if she had something to do with it.

"Loke, I'll take care of this guy." Lucy said.

Loke's eyes widened. "Are you crazy? This guy isn't placing games, Lucy!"

"And neither am I!" She snapped. "I'm not going to stand here and let this creep hurt you!" Lucy's voice was firm, and though he could sense her nervousness, he smiled, and laughed.

"Alright then, beautiful. But don't hesitate to call me if you need me, got that?"

Lucy smiled and nodded, turning her attention back to Cyneric as Loke disappeared. Cyneric felt his rage boiling over as the spirit vanished, withouth giving him the chance to avenge his friend.

Cyneric charged Lucy, swinging the blade in his hands like a wild animal. Lucy dodged clumsily, sweating as the blade got too close for comfort. He swung again, this time nicking her shoulder blade. Her teeth grit as she the burning sensation settled into her flesh, and blood dribbled down her arm from her open wound.

She quickly somersaulted backwards to avoid Cyneric's furious swings of the sword. He was going all out; there no holding back. Lucy could understand why Cyneric felt the need to protect his spirit, but that didn't mean she was going to sit idly by and let her have his way with her spirits; not as long as she was standing.

"You cannot dodge forever, harlot!" Cyneric roared. "It was foolish for you to believe you could actually stand up to me in battle. My battle is with Leo the Lion." Cyneric sneered.

"That's not going to happen!" Lucy yelled. "I'm not letting you anywhere near Loke!"

Cyneric glared at Lucy and pointed his sword at her. "Then you will die!" The blade of his sword started to glow in an orange hue that was followed by the crackling of embers as the sword ignited in flames.

 _ **"Morning Glory!"**_

Lucy's eyes widened as the orange hue of fire spread around Cyneric as he charged at her. There was no way she could avoid that! And there was no water, so she couldn't summon Aquarius. Lucy felt the sweat drip down her forehead and the heat of the flames drew near her.

 _"NOW DIE!"_

 _ **"Water Slicer!"**_

Cyneric's eyes widened as a crescent blade of water sliced through his sword and doused his flames. He jumped back to avoid the water as it targeted him. Cyneric caught sight of the blue-haired girl and glared.

"Juvia!" Lucy gasped. "What are you doing here? Where's Noelle?"

"Noelle-Chan is fine and looking for Natsu-San and Gray-San," Juvia said. "Noelle-Chan asked Juvia to look for you, and to make sure you were alright," Juvia then set her sights on Cyneric. "Juvia will not allow you to harm her friends; even if Lucy-San is Juvia's love rival!"

Lucy sweat-dropped, though she way grateful for Juvia's help.

"Without your weapon you are defenseless," Juvia said. "Give up now."

Cyneric scoffed. "Don't think that because I am unarmed I am of no use," He said as he held a palm towards her. _**"Divine Blessing: Strike of The Seven Stars!"**_

Seven magic circles formed a circle above Cyneric and were hued in a golden light. Juvia stood protectively in front of Lucy with determination burning behind her eyes. She wouldn't allowed for Lucy to be harmed. With a snap of Cyneric's fingers the golden circles ignited with light and fired of seven, balls of the light that went hurdling towards Lucy and Juvia.

"Juvia, get out of the way!" Lucy cried.

"Please realx, Lucy-San. Juvia will be fine."

Cyneric smirked as his attack targeted the girl and exploded in a burst of golden light and intense heat. There wasn't a wizard alive who was capable of surviving his Divine Blessing: Strike of The Seven Stars; it was one of his most powerful spells.

"Two fairies fall and soon, the rest will follow."

* * *

 **End Note:** I thought this chapter was good enough for me to get back into writing this story. Even with my feelings towards Fairy Tail, I still love Noelle and all my other Fairy Tail babies, and will never abandon them. I'm excited to jump back into this story and carry on with the characters I love, and I know you all will be, too.

To reiterate, the cover was made by WintoruniPon on DeviantArt, who you should definitely follow.


	23. Home Sweet Home

**Chapter Twenty-Three: Home Sweet Home**

 _"Two fairies fall and soon, the rest will follow."_

Cyneric was confident, he had no reason to believe that his spell would fail. It was the strongest spell in his arsenal, and one he had practiced to perfection.

It was flawless.

So why... _had it not worked?!_

Cyneric couldn't believe his eyes as the two mages stood unharmed. The harlot was hidden behind the blue-haired woman looking amazed at her companion, while the latter seemed unaffected - despite the gaping watery hole in her body. The hole slowly reformed and the woman held her hand out at him.

"B-But how?!" Cyneric demanded. "That spell is flawless! You shouldn't be alive!"

"Juvia's body is made of water. Your spells won't work against me. Drip, drip, drop. _**Water Cyclone!**_ "

Lucy flinched. as Juvia's attack tore through the room and sent Cyneric crashing into the wall, knocking him unconscious. She was grateful for Juvia's help...but she was also upset. All she had managed to do was jump around the room, and get herself hurt.

Juvia sighed. "Lucy-Chan, we must be going now. The others are waiting for us."

"R-Right." Lucy nodded.

* * *

Noelle was filled with relief when she caught up with Simon. Natsu was thrown over his back, unconscious. Noelle frowned. Had their enemy been that strong? She ran to catch up to Simon who was relieved to see that she was alright. When he asked about the others, she told them that she and Juvia had defeated one of the knights, and that she had sent Juvia after Lucy for extra precaution.

"I see." Simon said. "How are you, Noelle? Are you doing hurt?"

Noelle shook her head. "I'm fine. I'm more concerned with finding Erza and getting out of here. I have a really bad feeling." Noelle couldn't explain it, but the air felt heavier, or some reason.

A grown drew to their attention to Natsu. "What happened?" He asked groggily.

"Finally opened your eyes, Natsu?" Simon smiled.

Natsu groaned. "I remember being caught up in some weird vehicle." Vehicle? In the tower? Noelle shuddered. "And then..." Natsu's cheeks inflated and his face turned green. Noelle even felt a little sick just imagining what kind of torture Natsu had been put through.

"Seriously? Just the memory makes you sick!?" Simon yelled.

"After you were devoured by that owl, Fukuro -"

Noelle choked on a laugh. "You were eaten by an owl?!" Noelle wheezed holding onto her sides. "How does that even happen?!" She giggled wiping the tears from her eyes.

Natsu pouted. "Shut up, Noelle."

Simon smiled softly as he continued telling the story. "Gray came to save you. He was able to defeat him, but took a lot of damage in the fight. Last time I saw him, your cat friends were taking him to a safer place. Oh, they were also accompanied by a small penguin, though the one cat didn't seem too happy by it."

Noelle smiled. "That means Happy, Marlow, and Pingu are safe. I'm relieved to hear that, but..." Noelle's eyes fell downcast as she thought about Gray. If she had gone with him, would have have gotten hurt? Her heart clenched and she shook her head. No, she had to be strong, and focus on Erza.

But still...

"He'll be alright, Noelle."

Noelle looked up at Simon with wide eyes. "W-what?"

"You were worrying about Gray, weren't you? It would seem that you see Gray as I see Erza."

"As a jerk?" Natsu grumbled.

Noelle on the other hand had turned completely red! "N-No! T-t-that's not it, Simon! Gray is just a really close friend that I care about and I'm worried about him is all really I-"

Simon laughed. "I understand." Simon winked and Noelle pouted.

"You've gotta be kidding me! I lost to that owl freak, but Gray was able to beat him?!" Natsu whined. "This sucks!"

"I wouldn't say that you lost..it's more that you were swallowed." Simon said.

"It doesn't matter what happened! He's still going to hold this over my head for at least the next month. Man, this sucks!"

"You're missing the point..."

"Can you blame him? You were bird chow!" Noelle laughed. "I wish I could have been there to see it."

"I won't stand for this! I demand a rematch! Bring that bird brain back and let me show him what I've got!"

"Being almost digested wasn't enough?" Noelle snorted grabbing his scarf "Come on, Natsu."

"We don't have time for that kind of nonsense right now." Simon sighed. "We need to hurry."

"Hey are you alright?" Noelle asked noticing him clutching his side.

"Yes, I'm fine." He responded gruffly. "I've just received word from Wally that he and Millianna found Lucy and Juvia, but Lucy seems to have been wounded, and Juvia is low on energy. However, they were able to defeat the last knight."

Noelle felt guilt wash over her. "Lucy was hurt? I shouldn't have let her go alone!" She scowled and clenched her fist.

"Don't trouble yourself over it." Simon told her. "Only Jellal is left now. Erza is heading for him." Simon looked to be troubled when he told them this.

"By herself?"

"Is she crazy?!"

Noelle and Natsu shared a look of disbelief.

"She's got a score to settle, and whether we like it or not, she's going to do it on her own. I'm sure you're aware that she and Jellal have quite a 's as if there destined to fight each other." Simon frowned." I'm worried about her because Jellal's stronger than she knows, I beg you, you have to help her fight him."

"No way." Natsu deadpaned.

Simon threw Natsu against the tower with rage in his eyes. "What's wrong with you?! You claim to be Erza's friend but you refuse to help her?!"

"Simon." Noelle patted his shoulder. "Try to calm down, okay? I know how you feel about Erza, but getting angry isn't solving anything."

He glanced over his shoulder at her and sighed, lettinh his hold on Natsu drop.

"This is her fight, she wants to handle it on her own." Natsu said. "She'd never forgive me if I butted in on the action like that."

"There's no way that she could ever win against Jellal."

"What?!"

"What do you mean? I realize that it's been a while since you've last seen Erza, but she's changed since them. She's incredibly powerful, and Fairy Tail's strongest female mage."

Noelle frowned, crossing her arms over her chest.

"She's stronger than you give her credit for so watch your mouth!" Natsu growled.

"You got it wrong!" Simon yelled. "I'm not saying that I doubt the power of her magic. Despite everything that's happened, I know Erza still wants to try to save Jellal. I have no doubt in my mind, in her heart she could never truly hate the boy she remembers from childhood."

Noelle thought back to a time when she had stumbled across blue-haired boy on her journey, accompanied by a blue-haired girl, that made Noelle's heart soar. Her stomach twisted into knots. She could understand why Erza would want to try and save Jellal...she did too.

"Jellal is viciously cunning. He knows exactly how to manipulate her feelings to his advantage, and that's not the only thing working against her. As you know the Magic Council is preparing to fire an Etherion blast. When that happens the tower and anyone inside it will be wiped out. If what Shou told me is correct, then we only have ten minutes."

"Ten minutes?" Noelle gasped. "But, that's impossible!"

"She ordered everyone else to leave the tower and went to face him alone. If you know her as well as you say, then you know what she's up to. She's giving up her life, and when the blast comes it will take them both down together.

Noelle's eyes widened.

"You should have said that to begin with!" Natsu roared taking off.

Noelle called after him, but he was already gone. "Idiot." She sighed.

"Aren't you going with him?" Simon asked, leaning against the tower wall.

Noelle nodded. "Yes, but Natsu will be fine on his own for right now. Actually, I have a question for you, Simon..."

Simon quirked a brow. "Oh?"

"You were friends with my brother, Nicholai, weren't you? Erza said that she knew Nicholai from the Tower of Heaven, and since you all know one another, then you must have know him too, right? What happened to my brother, Simon?"

The man sighed. "So it's true then. I recognized you the minute my eyes landed on you. Nicholai was quite fond of you, and spoke about you daily. He was determined to escape, and find you." Simon smiled recalling his time spent with Nicholai. "He and I were close friends, and had a lot in common, actually. He treated us all as his family and took special care in looking after us - especially Erza, and another girl that he said reminded him of you."

Simon then frowned, his face hardening. "However, I don't know where you brother is, Noelle. He had disappeared one day, and no one had seen him since."

"He escaped?" Noelle's voice was a whisper.

"I'm not certain." Simon said wiping the tears from her eyes. "But I believe in my heart that he is safe, and finally free, and that's he waiting for you to find him."

Noelle wiped the back of her hand against her tears and nodded. "I...thank you, Simon. I'm glad to know that Nicholai had such amazing friends with him." She smiled, warmly.

Simon smiled back at her. But there was something bugging him. "Noelle, how do you know Jellal?" He's never heard Jellal mention anyone like Noelle in the time he's know him or been at the tower.

"Back when I was younger, I met a boy who strongly resembled Jellal...but, I'm beginning to have second thoughts, because this man is nothing like the boy I knew." Noelle sighed. "It doesn't matter, does it? Right now, I need to find Erza."

Noelle had made to move when a bright light suddenly struck the tower and everything began to shake. She screamed as she lost her footing, but was caught by Simon who pulled her close. Her heart was beating wildly against her chest and her face was paler than normal.

"W-w-hat is happening?"

"It's beginning." Simon spoke solemnly. "We're too late."

* * *

The shaking had stopped, and the light had faded. Noelle and Simon were slumped on the ground, but otherwise were safe from harm. Simon helped Noelle to her feet, shocked that they were still alive.

Noelle's heart was pounding in her ears. "How are we alive? That was the etherion...right?"

Noelle's eyes widened when she seen the state of the tower. It was...covered in lacrima! _'Lacrima? What the hell is going on around here? Wait, then that means that Natsu and Erza are okay! I need to hurry!"_

Noelle jumped to her feet and took off running, ignoring Simon's cries, and chasing after Natsu, Erza, and Jellal's scents. She was finally able to find them out the top of the tower. She reached them just in time, as Erza was being sucked into the lacrima, and Jellal was preparing to sacrifice her to Zeref.

Noelle ran to her, and grabbed hold of her arm, not at all surprised to see Natsu holding onto the other. Together, they pulled her out the lacrima, and held onto her as she collapsed into their arms.

"Erza is a Fairy Tail mage." Natsu grinned. "We won't let you have her."

"So if you don't mind, we'd like to get her back home now - were she belongs. Thanks, a lot." Noelle grinned and tossed a wink his way.

"Natsu...Noelle..." Erza whispered.

"Jeez, what are you doing hanging around with this loser? If we don't hurry and get back to work, Lucy and Noelle are going to be able to pay their rent. Trust me, you don't want to make them angry."

Noelle paled. "Oh crap! We totally forgot about the rent. We're going to be so dead." Noelle set into a mini panic thinking of all the horrible things their Landlady was going to do to them.

"Sorry, but I can't move." Erza laughed softly.

Noelle twitched seeing the sparkle in Natsu's eyes. "Natsu what are -" the words died in her throat watching him start to tickle like he had lost his damned mind. Though, it was nice seeing Erza laughing and smiling, even if now wasn't the time for it.

 _Natsu really is an incredible wizard, even if he's annoying as hell._

Erza became serious after a moment. "Natsu, Noelle, get away from here immediately." She said, pleading with her eyes to them.

Noelle shook her head. "We can't do that, Erza. You know that not a single one of us would ever turn their back on a friend in need." She gently reached out and took Erza's hand with a gentle smile. "If you're not strong enough to fight Jellal, then we will, and we'll kick his ass for everything he has put you through."

"You can't, Natsu, he's too powerful. Besides, you don't know anything about him." She said, pleading more them to just leave.

"Who says I need to know the guy to beat him up?" Natsu snorted.

Noelle's crystal eyes widened. Erza's mouth twitched, and tears will one of her eyes. She looked so broken and lost, nothing like the great Titania that everyone praised her as. She wasn't Titanina, she was Erza Scarlet; a girl running from her past.

Noelle wiped Erza's tears. "Please don't cry. We're here for you, Erza. You don't have to be afraid anymore."

Noelle was silent as Natsu took Erza from her arms. "Honestly, we don't know you all that well either." He said, standing her up. "But I can still take you down!" Natsu growled punching her in the gut.

"I gotcha!" Noelle caught Erza in her arms and pulled her close. "Rest now, Erza. Everything is going to be okay."

Jellal stared at them. "You're more outrageous than the rumors say. What kind of sick satisfaction do you get for striking a defenseless, friend?"

Natsu glared at him. "I had to do it, because she was crying. She looked so weak, and fragile; her voice was trembling with fear. I don't want to see Erza like that. I've always looked up to her as a strong warrior and when she wakes up from this nightmare, I want her to feel like her old self again. If you want to get to her you'll have to go trough me!" Natsu declared with flames crackling around him.

"Is that a challenge? Consider my interest peaked." Jellal smirked. "I would love to witness the power of a Dragon Slayer. "

"Natsu...don't show him any mercy." Noelle said. "For Erza's sake."

"Got it!"

Natsu grinned charging at Jellal and swinging a kick towards his face that he easily dodged, but he wasn't able to dodge Natsu's fists. Natsu was attacking Jellal with so much force and furry that Noelle could hardly keep up with the battle. Natsu threw every Dragon Slayer spell at Jellal that he could must - and then some. It was like watching a feral beast going on a rampage, and Jellal was his hunt.

But was did it matter, when all that had been damaged was Jellal's cloak? Noelle's eyes were wide seeing that Natsu hadn't done any damage to Jellal, despite the fact he was giving it his all.

"Is that the best you can do? I expected more from you Natsu Dragneel, son of Igneel. I was hoping to get a taste of the destructive side of a Dragon Slayer before I started ripping you to shred with my bare hands. But if that's all you got, I won't waste my time."

"I'll show you!"

"You must be punished for disrupting my ceremony." Jellal yelled. _**"Prepare to be destroyed by my Heavenly Body Magic: Meteor!"**_ Jellal yelled.

A yellow aura wrapped around him and he jumped in the air and flew away from Natsu, only to turn _and strike him in the back. He was fast, landing blow after blow on Natsu, who could barely keep up with him._

 _'He's fast. The only way Natsu is going to beat him is by relying on his senses. His sound, feeling, and his scent. If he concentrates hard enough, only then will he be able to predict Jellal's next move.'_

"Natsu, stay focused." Noelle urged.

Natsu closed his eyes and when Jellal was near him, he opened them, and tried to hit him, but missed once again.

"Be glad you got your hits in - because it won't happen again!"

Jellal had Natsu pinned and was throwing punches at him faster than lightning. Noelle watched horrified. Natsu sounded like he was in so much pain. He needed help, but if she abandoned Erza now, who knows what Jellal would try to do to her. That, and she didn't have anyway of protecting herself. It would be too easy for her to get crushed by a stray piece of lacrima.

"And now I'll show you the true destructive power of Darkness Magic!"

Jellal jumped into the sky and form a hand sign.

"May the seven stars bring judgement upon you! _**Seven Star Sword: Grand Chariot**_ **!** "

Seven magic circles lined up in the sky forming a constellation similar to the big dipper, light shot from each of the magic circles onto the ground, forming the same constellation, that then exploded.

"NATSU!" Noelle screamed.

"That spell packs as much of a punch as being hit by a meteor. I'm surprised his bodies still in one piece after being hit with it. Perhaps, that was a little much? The R-System can't afford to suffer anymore damage ot it will be rendered useless. I can feel the magic energy beginning to leak out. I'll have to hurry..it's time, Erza."

"You stay away form her!" Noelle yelled as Jellal neared them. "You'll have to step over my dead body before you get you hands on Erza!" Noelle growled, a shell of ice forming over her and Erza. "And I won't, go down easily, JeJe." Noelle warned in hiss.

Jellal narrowed her eyes at him. "JeJe? Do you honestly think I'm scared of you, Noelle?" Jella smirked. "You're just like him. Weak, and pathetic. Nicholai used to dream of the day he would be reunited with you, and then he ran away. Now look, his precious little sister is about to be killed, by my very own hands." Jellal's lips twisted into a cruel grin. "Now die, you piece of filth!"

Noelle held tightly to Erza as Jella's hand pressed against the dome she had created to protect them. She was scared, because she knew it wouldn't hold out against one of his attacks; but it was the best she could do right now. Any other attack she tried to use would risk injuring Erza more than she already was.'

She could only wait, and protect her as best as she could.

However, Jella's attention was pulled away by the tiny piece of lacrima bouncing at his feet. They watched Natsu, who could barely hold himself up, throw lacrima stone after lacrima stone.

"Natsu..." Noelle whispered.

"Heh, you feel that? It was my sneak attack." Natsu chuckled. "So now that the tower is a giant crystal, I guess shattering it would screw up your plans?"

Noelle laughed and grinned. "And when it comes to destroying things, Fairy Tail is the champion!"

Natsu nodded.

"This is not your day buddy!"

Natsu yelled throwing a fist into the ground. A giant crack split throughout the lacrima. Noelle smirked. She could help destroy something for once in her life, right? And she was a Fairy Tail wizard. Noelle pulled Erza into her chest and threw her fist into the barrier, shattering it into pieces. Gently, she laid Erza down on the ground, and stood to her feet. Noelle rolled her shoulders, and grinned smugly at Natsu.

"You don't mind if I join in, do ya?"

"Have at it!" Natsu grinned.

Noelle's eyes sparkled. "Right. _**Ice Dragon: ROAR!**_ " Noelle screeched, aiming her roar attack at the the lacrima ceiling that covered them. She formed a dome around Erza as large chunks of the cieling crashed into the floor, creating craters and large splits.

"Hey! That was kinda fun." Noelle swiped her nose.

"What are you doing?!" Jellal yelled.

"Come on, didn't you know that destroying stuff is what we Fairy Tail wizards are best at?  
Natsu said. "Now I'm all fired up! More than I've ever been before!"

"I'm not going to let you get in my way! This will be the end of you! I've dreamed of this day, and I won't let a fool like you spoil it for me!"

"Hah, sorry pal but I'm a pretty tough guy. You think you can take me? Then come and get me!"

Jellal thrust the palm od his hand forward, a yellow magic circle appearing before it. Brilliant beams of yellow magic shot out and locked onto Natsu. The Fire Dragon ducked and swerved around the attacks.

"Too slow! I got you now!" Natsu yelled jumping in the air.

Jellal grinned and trusted two fingers towards him, striking Natsu with the yellow magic.

"You can do this, Natsu." Noelle said.

Noelle felt something stirring in her arms and looked down to see Erza's eyes fluttering open. They both turned when hearing Natsu screaming; pinned to the ground, as large ray of magic forced itself against him.

"NATSU!" Erza and Noelle screamed.

Natsu shook the attack off. "You're so worried about wrecking your tower that you're holding back against me.

"I'd watch my mouth if I were you!" Jellal yelled blasting him full on

"Fire Dragon Brilliant Flame!" Natsu yelled attacking the ground, pieces of lacrima flying everywhere in the air.

"He's aiming for the tower!" Jellal gasped.

"If Natsu damages the tower enough it will be useless." Noelle smirked.

"Now I'm angry! I didn't spend years building this tower just to have some punk tear it down! _I won't let you!_ "

"Tough, buddy. Breaking shit is Fairy Tail's specialty." Noelle said. "Don't worry, he's going to be fine." Noelle said when sensing Erza's fear. "Nothing can keep Natsu down for long."

"I'll make you pay!" Jellal yelled forming a magic circle. Wind and magic energy began to whip around them. Noelle covered her eyes and pulled Erza against her, to protect her from the backlash.

"What is this?!" Noelle yelled.

"Whoa! Something weird is going on with his magic! It's making me feel sick." Natsu said.

"Why is our shadows bending towards the light? That spell! It could kill Natsu!" Erza yeled.

"And now I'll plunge you into infinite darkness!" Jellal screamed.

"Don't do it!" Erza begged.

Noelle's heart filled with dread as a orb of black magical energy formed above Jellal. It was then, that Erza had wiggled from her hold and ran in front of Natsu with her arms held out protectively.

"Erza!" Noelle yelled. "Stop! Are you crazy?! Get out of there!"

"You don't wan to lose your sacrifice to Zeref, do you?" Erza said to Jellal.

"That would be a problem, the ceremony requires the body of a wizard comparable in strength to the Ten Wizard Saints. However, I can find a suitable replacement. You're not the only one who fits that bill. I'll worry about that after I kill both of you!"

"I'll never let that happen." Erza sneered.

"Watch out! What are you doing?!" Natsu yelled.

"It's my fault you two are involved in this mess. The least I can do is protect the both of you!"

"GET OUT OF THE WAY!" Natsu and Noelle screamed.

 _ **"Heavenly Body Magic: Altairis!"**_

 _"No!"_

Noelle ran as fast as her body would allowed her to. She skidded before her friends as the swirling ball of black energy was heading for them. Quickly, she took her stance, as magic swirled around her.

"Ice-Make: Barrier!"

Noelle threw her arms out. A large wall of crystallized iced rocked the tower, formed a thick, and tall wall of ice that separated them from Jellal. Noelle pushed the palms of her hands against the crystal wall, and pumped her magic into it, reinforcing the strength. Still, she knew it would be enough to stop an attack of Jellal's caliber...but just maybe, it would give her enough time to think of some kind of plan. Sweat dripped down her face she felt the attacking nearing closer and closer.

Her eyes closed. 'This won't be enough to hold against the blast...but if I take the brute force of the hit, then that should be enough to protect Natsu and Erza. It doesn't matter if I fall or not - I won't allow them to die! Not if I can do anything to prevent it. I won't stand by...and let the people I care about be killed, not again."

Noelle was ready to accept her fate as her wall crumbled to pieces. She prepared her body, ready for the impact of the blast that would never come, as a figure stepped in front of her; Simon.

Noelle's eyes widened as the attack struck him. "No...SIMON! WHY?!" She cried out. She didn't understand. Why would he sacrificed himself? He was free now, wasn't he?! Why would he throat that all away?!

"Simon! Why?" Erza's voice cracked.

"To...save...you..." He whispered weakly, falling back against the ground.

"Simon!" Erza yelled running to him

"I had no idea you were still crawling around the tower, you despicable pest." Jella scowled at his fallen friend.

"What the hell were you thinking?! Why didn't you escape with the others?! Talk to me!" Erza yelled as the tears spilled form her broken eye.

"Please...don't cry...it's ok. I'm happy to...give my...life for you." Simon said weakly and then began to cough.

"Don't talk anymore just try to stay with me.." Erza pleaded.

"You were...the only person who...made me smile."

"Don't die on me..Simon!"

Noelle lowered her head in respect and choked back her sobs, as Simon's eyes closed one final time, and a smiled pulled on his lips. He died for Erza because _he loved her_. Noelle numbly wrapped her arms around Erza as she cried over Simon's fallen body. She knew the pain of losing someone she loved - to have someone sacrifice their life for you. Noelle knew it all, too well. So she held her, and comforted her, like she wished to be all those years ago.

"Hahahaha! What a perfectly foolish thing to do! He tried to play the valiant hero, but his death won't change a thing! Simon gave his own life to save yours, but he should know I'm not letting any of you leave this tower alive!"

"SHUT UP!" Natsu yelled punching Jellal in the face.

Noelle couldn't even begin to describe the amount of satisfaction it brought her, to see Jelall laid out on the ground. She then noticed Natsu picking up a piece of lacrima, and biting into it. Her eyes widened.

"What the hell are you doing, Natsu?!

Nastu screamed as magic from the lacrima began to absorb into his body; his eyes began to glow blue. Natsu struck the ground splitting it. As the ethernano began to take it's effect, Nastu spit out a foamy blue substance and grasped his neck, falling and rolling around on the ground.

"You fucking idiot! Ethernano is made out of various types of elemental magic; it's poison!" Noelle screamed, unable to believe he would do something like eating raw ethernano.

"What an idiot! Did he really think he could power up consuming elements other than his own? It will certainly make my job easier if he kills himself!" Jellal laughed.

But then, Natsu's eyes turned red, and fire consumed him, spreading around him like that of a dragon. He stood there against the flames with glowing eyes and scales covering his body. Noelle's body was covered in goosebumps.

"W-what?..."

Never in her lfie had she seen anything like it. It was like Natsu had partially transformed into a dragon. Not only that, his magic - it had increased tenfold! The heat of the flames licked at Noelle's skin, but she was too shocked to do anything other than stare.

With his body wrapped in fire, Natsu glided forward and kneed Jellal in the face.

"You made Erza cry!" He yelled grabbing Jellal by the throat and slamming him into the ground. "And I'm not going to let you get away with that! I made a promise and I'm not going to break it!"

Simon's words echoed in Noelle's head _._

 _'Natsu, Noelle, promise me, that you'll take care of her.'_

 _'Simon...I promise, that I'll keep her safe.'_

"Hurt her again and I'll kill you!"

"Your threats don't scare me! _**Meteor!"**_

Noelle's hair shadowed her face. It was time, that she joined this battle, too. The winterette stood and took her side by the Natsu, who said nothing but gave her an encouraging nod.

"Noelle, what are you doing?" Erza gasped.

"I can't stand by any longer. " Noelle said. "I made a promise to Simon that I would keep you safe no matter what, and I'm not going to break my promise!

Ice began to swirl around Noelle as her facial features became feral.

Seeing Jellal jump into the air, Noelle acted. She held out her left hand, summoning an ice-purple magic circle with a dragon head. _**"Ice Dragon: Permafrost Blade!"**_ Noelle said, pulling a sword twice her size from the magic circle; crafted from ice, a blade carved to look like the scales of a dragon.

Noelle channeled her magic into her feet and launched herself in the air. Jellal's eyes widened as she swung the sword with ease at him.

 _"You!"_

He yelled at her, dodging the first strike of her sword, and missing the second. Noelle held the sword out at him with narrowed eyes: _**"Permafrost Beam!"**_ She shouted.

Surprise coated Jellal's face as a flash of ice shot from the sword and slammed him into the ground. Natsu rushed towards Jellal and punched him hard in the stomach, throwing him back to Noelle, who used her sword as a bat and swung - full force.

Jellal screamed as his body was bounced back and forth between the two Dragon Slayers.

"I won't lose!"

Jellal yelled as he and Natsu went crashing trough the floor.

" _Not to you!_ I'm destined to create a land of freedom! I know it, because in my darkest hour, I could hear Lord Zeref calling out to me! He told me he could make all my dreams come true and I believe him, there's a reason I'm the only human who can sense Zeref's presence! It's because I am the chosen one! Once he's resurrected we'll work together to create a land that's truly free!"

"And you're going to do that by taking away the right of everyone else in the world?!" Natsu roared.

"If that's what has to be done to change this world into a better place than so be it! I couldn't care less what happens to feeble minded fools like you!" Jellal yelled drawing a magic circle in the air; Abyss Break.

Noelle moved in to protect Erza, once more. "He's insane..."

"But why?! You'll destroy the tower so many died to create!" Erza shouted, not understanding his reasoning.

"This tower means nothing to me! Now that I've done it, I could build another in half the time! Lord Zeref, your hour is near!"

Suddenly a look of pain crossed jellal's face and he began plummeting to the ground. Natsu jumped after him.

"You'll never know what it means to be free!" He yelled, his body a blazing light. "Not as long as you're possessed by that spirit! Why are you letting him manipulate you?! You can do it Jellal."

" _FREE YOURSELF!_ "

Natsu punched Jellal and sent him plummeting to the ground. The crystal lacrima began to shatter all around Erza and Noelle.

"Did..he do it?" Noelle asked. There wasn't anyway that he could power through that attack, right?

Noelle and Erza rushed to Natsu, capturing him in their arms as he collapsed.

"Natsu..I knew you'd find your inner strength..your amazing." Erza whispered tearfully.

"Yeah, good job, hot-head." Noelle said through her own tears.

Their touching moment was suddenly interrupted as the lacrima began to glow and everything around them began to shake.

Noelle gasped looking around.

"What's going on?!"

The amount of magical energy she felt was off the charts! This wasn't good for them. They had to get out of there - _fast!_

"This place is coming down! We need to get out of here!" Noelle yelled.

Erza threw Natsu onto her back and they ran avoiding chunks of crystals that fell and crashed near them. A blast suddenly caught them off guard, and they toppled to the ground. The lacrima started to take on a jelly like form that molded around them. If things kept going the way they were, then none of them were going to make it out alive.

"Even if we made it outside the tower we'd still be caught in the explosion...It's over." The red-headed wizard hunger her head low.

"We can't give up Erza! We're going to make it back to Fairy Tail!"

"You're right. What am I saying? I can't give up! Natsu, Noell, now it's my turn to save you."

Noelle watched Erza stare into the lacrima.

"Erza don't you dare!" She yelled when seeing the look in her eyes. Her words go unheard, Erza reaches into he lacrima, screaming as it begins to absorb her. "No stop!" Noelle screams getting to her feet and grabbing onto Erza's hand. "Erza, please don't do this!" Noelle pleads through her tears. "Y-You can't!..."

"Noelle, please let me go."

"No way! Are you crazy?!"

 _"Please.."_

"No! I won't let you do this Erza!" She cries.

"You don't have a choice!"

Erza shoved Noelle away from her. The winterette crashed to the ground. "DON'T DO IT!" She cried in vain, begging her friend not to throw her life away. There had to be another way! She wouldn't let Erza become a sacrifice!

"Hey, what are you doing? I don't get it. Are you trying to go back inside that thing?"

They both looked to Natsu, who had regained consciousness,

"Natsu, you have to stop her!" Noelle sobbed. "Don't let her do it!"

"I don't have a choice. It's the only way I'll ever be able to stop it." Erza said.

"What are you talking about? Stop what?" Natsu asked

Erza smiled as the tower shook.

"Now you see, it's the ethernano. If it continues to gain power the lacrima won't be able to constrain it and the whole place will explode. But, if I fuse my body with the magic energy, I can prevent that from happening."

 _"Erza please!"_

"I'm not gonna let you do that! There's gotta be another way to stop it!" Natsu told her. Erza screamed in agony as more of her body was absorbed. The fire and ice wizard rushed to her side, eyes filled with tears, and hearts filled with agony.

"This can't be happening! This wasn't supposed to happen! If we lose Erza..." Noelle whispered. "It won't...it just..." The words were lost on her tongue.

"I have to." Erza said to them. "I can't even begin to imagine what my life would have been like without Fairy Tail. If it weren't for you and the others, I probably wouldn't be here today. I hope you know how important you all are to me; I care for you so much."

"Erza!..." Natsu choked.

"Noelle." Noelle looked up at Erza's remorseful face. "I'm so thankful, for everything your brother did for me; for all the time he kept me safe, and reassured me that everything would be alright. I'll never be able to thank him for that...so promise me, that you tell him for me."

Tears ran down Noelle's face and she watched her sink deeper and deeper into the lacrima.

"I won't!" She said. "You have to tell him yourself! You promised me that we were going to find him - together! You can't go back on your word, Erza! I won't let you!"

"I can't do that, Noelle." Erza shook her head. "I love you all too 's why I'm willing to make the ultimate sacrifice. If it means my loved one's will be spared, then I'll gladly give my life." Erza smiled as she sank into the lacrima "So that you may live."

"No way! Come out of that right now!" Natsu yelled banging on the lacrima.

"This isn't right Erza! Fairy Tail needs you!" Noelle cried.

"You can't leave us!"

"We need you!"

 _"ERZAAAAA!"_

The Dragon Slayers wailed together. Then, silence. A long, moment, of silence. The Slayer's growled, and stood on their feet, glaring at the lacrima. Magic surrounded them, as they pulled their fists back, and smashed them through the lacrima barrier.

Did she really think, that they would just let her die?

That wasn't the way of a Fairy Tail mage. Nobody, was left behind.

* * *

Erza was surprised to see that when she opened her eyes, she was greeted by the night sky, and not the endless white void she had been in. What had happened? She had just watched her friends, mourning her death, regretting the pain she had put them through. That wasn't what she wanted, she wanted for them to continue on living! She wanted them to be happy...

But she had caused them more pain.

Her brown eyes widened, when she seen her friends running towards her, shouting her name; happy to see her alive.

"But...this doesn't make any sense...does this mean...I'm still alive? Huh?"

Erza gasped as she looked to her right and seen Natsu and to her right Noelle. Each of her arms were swung over there shoulders. The two Dragon Slayers both crashed to there knees exhausted. They had gone in after Erza, neither of them willing to watch a friend die for them.

"What are you -"

"I feel the same way you do and I know everyone else does to." Natsu said. "Promise me you won't do something like that again..."

Erza heart throbbed. "I promi -"

"PROMISE HIM FOR REAL!" Noelle yelled.

"I promise. Thank you, Natsu and Noelle. This experience has taught me a very important lesson. You don't die for your friends - you _live_ for them - because the future wouldn't be as happy without you in it."

Noelle watched Erza embrace Natsu with tears. They were like brother and sister, in a way. But what really got Noelle, was the fact, that Erza was smiling again.

"Hey, Erza..."

Erza met Noelle's eyes. "What is it, Noelle?"

"I'm just...so glad to see you smiling again." She sobbed throwing my arms around her. "Please never do anything like that again! I know I haven't been part of Fairy Tail long, but I care so much about all of you so damn much that it hurts! I don't want to ever lose any of you...so please...!"

"I'm sorry for the pain I've caused you."

"Don't apologize! Just promise me that no matter what you won't lose your smile, ever again. Nicholai wouldn't want to see you hurting, and neither do I."

"Right, I'll try my best." Erza sniffled.

"For Simon too."

Erza nodded, and promised, and she meant it.

Noelle breathed a sigh of relief, and felt like she could finally relax. But, that was before she was tackled by two speeding balls of fur.

"YOU IDIOT!"

"QUACK!"

The wind was knocked from her body, as she fell into the water at the mercy of Marlow and Pingu. The tabby's claw was clinging to his dress as angry tears spilled from his big, angry brown eyes.

"You better not do anything that stupid ever-fucking-again! You hear me!? I need you...to feed me! No one is going to give work to a cat, ya know! So, be careful form now on!"

Pingu on the other hand was more gentle. He held her hand with big, watery eyes. quacking softly and checking over her injuries.

Noelle laughed. "Right, I'll be more careful, okay? Stop worrying." She smiled pulling them into a hug. "I'm not going anywhere - ya brats."

Marlow hissed and called her names, but didn't fight her embrace. Pingu was just happy that his friends were safe, and back together again.

* * *

It's been three days since the Tower of Heaven was destroyed. Everyone was resting comfortably at the Akane Resort, anxious to get back home to Fairy Tail - that is - whenever Natsu decided to wake up.

"You think he's going to be okay?" Gray asked, looking over at the drooling salmon-haired boy.

Noelle grinned slyly. "Look at you all concerned!" She cooed.

"Tsk, shut up." Gray said poking her bandaged side.

Noelle glared at his shit-eating smirk.

I can't believe he's been sleeping for the last three days." Lucy frowned.

"Yeah, well that's what he gets for eating all that ethernano."

"Say that again and I'll smack ya!" Natsu yelled.

"You're awake?!" Gray yelled.

Natsu snorted loudly in reply.

"That punk woke up just to pick a fight with me?!"

Noelle and Lucy were laughing as Erza shook her head.

"I know I've already said this before, but I really am sorry for causing you all so much trouble." Erza apologized, again.

"You don't have to keep apologizing." Lucy smiled. "We're just glad that you're safe."

Erza nodded. "Oh, Noelle, where did you friend go? I wanted to thank her as well.

"Juvia?" Noelle smiled. "She left a while ago. She wanted to head back to Fairy Tail and talk to the Master about signing up with the guild."

Noelle knew that the Master wouldn't be able to resist Juvia; she was adorable, and would make an awesome addition to Fairy Tail.

* * *

The group had discovered that Sho, Millianna, and Wally were missing, so they had all scattered to find them. They were discovered to have found a boat, and were preparing to set sail.

"There you are." Erza called out.

"You found us." Sho said. "Please don't try to stop us from leaving. We made up our minds. All we've ever known is the inside of that tower. It's where we grew up. Now we're adults, and we don't even know anything about the outside world." Sho frowned. "This is our chance to get out there and see it, for the first time in our lives we're free to do whatever we want! We want to follow out dreams just like everybody else. That's something we're going to have to do on our own. We want to know what it means to be free."

"Well I have complete faith in you, and I know you'll do fine out there. I'm not worried."

Erza said requipping into an armor that Noelle had never seen before, and a red banner with the Fairy Tail sign.

"However, there are three rules that any member who chooses to leave the Fairy Tail guild must abide by." She told the three of her old friends.

"What do you mean leave? We never even officially joined it!" Wally said.

Erza held up one finger.

"Number one: Never share sensitive information about the guild with anyone so long as you live."

A second finger was added.

"Number two: Never contact any clients you worked for while in the guild for your own personal gain."

And lastly, a third finger.

"Number three: Although our paths must stray, promise, to live the rest of you lives to the fullest. That means you must treat every day like it was your last in this world. Never forget your Fairy Tail friends! Treasure them for as long as you live! Let the Fairy Tail farewell begin now!"

Erza was tearful as she raised the flag into the air.

"Yes ma'am!"

Natsu spit three fireballs into the air that exploded into fiery blast.

"May all your journeys bring you joy."

"Here goes!" Gray said firing and ice attack in the air that burst int sparkles.

'Watch this!" Lucy yelled swirling her key and shooting a golden light in the air.

"Check this out!" Noelle grinned firing an icy blast into the air that exploded into a shower of sparkles

"I wish we could stay together forever, but deep down I know I'd only hold you back. I don't want that. After all the years you spent stuck in that tower, you deserve to be free."

"We'd never think you'd hold us back!" Millianna cried.

"If we were to stay with ya we would do nothing but remind you of painful memories!" Wally sobbed.

"But I have so much more than just painful memories with you! Besides, what we went through made us stronger. It brought us closer." Erza tearfully smiled. "I will always hold onto those memories; both the good and the bad. I wish you the best of luck and happiness in your new lives! This isn't goodbye, I know we'll meet again!"

"We'll miss you sister!"

"Hope to see you soon Erzy Werzy!"

"Yea we'll meet again someday! I can guarantee you of that!"

"I'll be waiting."

Erza watched her friends sail away, until they were nothing more but dots against the rising sun. Her smile never faltered as she watched them go, knowing that their lives were only just beginning.

As was her own.

* * *

"You've got to be kidding me..." Noelle sweatdropped. "Isn't this a little excessive?"

Lucy's eyes sparkled. "Whoa!"

Natsu was unimpressed. "What the hell?!"

"Well, this comes a shock." Erza blinked.

"Wow!" Happy gasped.

"This is the best they could do?" Marlow frowned. "What a waste."

Pingu tilted his head to the side, and quack, clapping his hand excitedly.

Everyone was surprised to find that Fairy Tail guild had been finished in the time that they were gone, and that it was twice the size it was one before.

"It's huge." Erza said.

"Yeah..." Gray agreed.

They were greeted by the other members as they walked through the gate, who were sitting out drinking.

"Hey! Welcome back!"

"Bet you got a surprise, huh? This here is our new guild!"

"What, Natsu, you lost for words?" Lucy asked.

"It's totally different from how it was before!" Natsu yelled.

"Well, yeah. We did rebuild the whole thing from scratch, y'know." Happy said, in awe of everything around him.

They walked around, taking in all the new changes to the guild.

"We've got a cafe now?" Gray frowned.

"And a souvenier shop by the entrace?" Noelle sighed. "Why do we need that?"

Sighing, she walked ahead, and was shortly caught up with by the others.

"Oh, you guys are back now, huh?" Cana greeted them. "C'mon, you've gotta come inside!"

They stepped inside the guild, and were taken back by how huge the guildhall had become. Noelle hated to admit, that she was impressed. Though Natsu didn't seem as happy about it.

"What's up, Natsu?" Gray asked.

"It's not like before." He grubmled, melting into his scarf.

"Hey there! Welcome to Fairy Tail!" Said a skimpily dress waitress.

"The waitresses have got new outfits!" Gray said, blushing and staring hard at the beautiful, skimpily dressed, girls.

"Well, they look cute enough." Erza said.

"Was that the Master's idea?" Lucy sweatdropped.

Noelle soffed. "Big deal." She rolled her eyes and grabbed Gray by the ear. "Quit staring, pervert!"

"Ouch - are you jealous, or soemthing?!"

"Why the hell would I be jealous, idiot?!"

"You tell me, dumbass!"

"It's all different." Natsu said, again.

"And that's not all we've got that new!" Cana grinned, leading them behind the bar. "Behind the bar, we have now have a pool!"

"Hey there, Lu!" Levu greeted, smling.

"Downstairs where's an amusement centre, and perhaps the biggest difference of all is the second floor! Anybod's allowed up there now. But, you stull have to have an S-Rank mage in your team to fo on an S-Rank quest."

"We can go to the second floor?!" Lucy gasped.

"So you're finally back, are you?"

They all turned to see the master, with a very flustered Juvia, sported a short hairdo and new outfit.

"This is our newest member, Juvia! Cute, ain't she?"

"Juvia is happy to see you all!" She smiled.

"Juvia!" Noelle yelled and tackled her in a hug. "I'm so glad to see you! I knew that you'd get in!"

"Juvia is happy to see Noelle-Chan again." Juvia smiled.

"So you really joined, huh?" Fray smiled.

"Juvia...thank you for all your help." Erza said.

"Hm? Yo know one another?" Master asked.

"Juvia has all of you to thank! Juvia will do her best from now on!"

Lucy smiled. "Good luck!"

"In that case, you probably already know but...she used to be one of Phantom's..."

"Ah, it doesn't matter anymore, Master." Noelle smiled. "Juvia is family now."

"I see, I see." Master waved. "Well, make her feel welcome!"

"I'll do my best!" Noelle saluted.

"Hey, what about me, doll?"

Noelle's eyes widened, a shiver running down her spin. She turned, greeted by a grinning Roxie.

"Roxie!" Noelle said. "You joined, too?"

She nodded. "Juvia insisted that I joined, and well, I kinda owe you too. You're the one who put me back on the right track, after all." Roxie grinned and slipper her arms around Noelle's waist. "Besides, now you and I can rock all nigh tlong, baby."

Noelle's face paled. "D-Don't say things like that, Roxie!"

Pingu tilted his head at Noelle's flustered face. "Quack?"

"Ah, it's nothing Pingu." Noelle waved him off.

The Master cleared his throat. "Oh, there one more new member I'd like you all to meet."

"Someone else?" Happy asked.

"Yay, more boring people." Marlow deadpanned.

Pingu patted his back which earned him a hiss from Marlow and a death threat.

Their eyes all widened when they seen who the Master was reffering to. He couldn't be serious, could he?! Him?! The one who was responsible for destroting their guild, and hurting Levy and her team?!

"GAJEEL?!" They all yelled.

"That's the punk who destroyed out guild!" Gray growled. "Master! What kind of joke s this supposed to be?!"

"Wait! Juvia brought him here." Juvia said.

"Juvia is one thing, but this guy was directly responsible for out guild's destruction." Erza frowned.

Gajeel scoffed, and turned his head.

"Now, now, he was only acting on Jose's orders back then; it couldn't be helped. You know what they say - yesterday;s enemies are today's friends."

"Yeah, and I'm not bothered at all, really." Levy said, though the same couldn't be said for Jet and Droy.

"STOP SCREWING AROUND! I AIN'T WORKING WITH A GUY LIKE THAT!"

"Oh, don't worry. I have no intention of being all buddy-buddy with you." Gajeel told him. "I need to work; that's all there is to it. One guild is as good as the next. Now that I ever though I'd end up working at a nasty little guild like this."

"Gajeel-Kun always seems so lonely, Juvia couldn't bear to just leave him. But that doesn't mean Juvia likes him or anything!" She said, frantically looking over to where Barnet was sat, drinking a mug of ale, and conversing with Wakkaba and Macaom getting distracted by the sext waitresses.

"It is the duty of an old man like me to guide young men who have lost their way back onto the right path." Master spoke. "He's not a bad guy at heart, you know. At least, I hope not."

Erza sighed. "Then I supposed I'll have to support your decision, but I think we should have least have someone keep and eye on him for the time being."

"Agreed." Master nodded.

Time passed, and Natsu was still pouting about the new guild.

Noelle, Gray, Erza, Lucy, Natsu, Juvia, Roxie, Cana, and Gajeel were all sitting together at table, celevrating their return and sharing drinks, when the lights suddenly dimmed.

"What's going on now?" Gray asked.

"No idea." Noelle frowned. "What else could they possibly pull out at this point?"

"Too dark." Natsu frowned, trying to light a candle.

"Stop doing that! It's a show, it's meant to be dark!" Cana yelled.

"Hey, there's a stage over there!" Lucy pointed out.

Sure enough, curtains wer epulled back to reveal and enourmous state, with Mirajane front and center with a guitar in her hands, and a floating microphone.

The guild cheered for the beautiful woman on stage - mainly men.

Mirajane smiled, and began to sing into the microphone.

 _As I walk past your room_

 _My shadow falls trough your door_

 _One more day your not here_

 _Gazing up at the stars up above_

 _I pray that they guide your way_

 _Just look up and follow the starlight back home to me soon_

 _So when you eyes begin to fill with tears look on_

 _I will be waiting here_

 _Under the stary sky_

 _To light your pathway just count on the stars_

 _Follow them to your door_

 _Follow them home_

Noelle had been so tranfixed by Mirajane's singing, leaning onto Gray's shoulder as her voice lulled her into a serene trance.

The song ended, and the guild and Noelle errupted into applause.

"Awesome! Who's next?!" Macao cheered.

The lights went out, and when they came back on, Gajeel was on stage dressed in a white suite with his own guitar.

Everyone paled.

"What the?!"

"Wrote a tune I call best friend. Would you like to hear it? Well here it goes."

"I ain't listening to you!"

Roxie punched fist into the air. "SING IT, BABY! SHOW THEM HOW TO ROCK!"

 _"Sparkle in the colorful, shooby-do-ba. Ya caught my eye like a shining piece of metal, so cold."_

Noelle twitched. "H-He can actually sing?"

"WHOO! THAT'S WHAT I'M TALKING ABOUT!" Roxie cheered.

"Show them what you can do, Gajeel-Kun!" Juvia smiled, waving at him.

"Man this is the worst song I've ever heard!" Natsu yelled, getting a guitar to the face.

"You wanna piece of me?!" Natsu roared. "I've had enough she-bo-de-da!"

"Shooby-do-ba, you moron!"

Noelle could only sit back with a smile on her face, as chaos unfolded all around her. The fighting, the yelling, the breaking of things - she missed it all. This, was Fairy Tail.

And damn, did she loved this place.

Why did these people have to go and get her attached?

Did they not even realize the dangerous game they were playing with her?

* * *

End Note: GOOD TOWER OF HEAVEN ARC! Jesus, that took too long. Now, I can just write a bunch of chapters for fun, before the next arc lol. Bleh, ignore any errors towards the end, document messed up.


End file.
